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May 14, 2018

2018 Amendments to the Delaware General Corporation Law

The Corporate Law Section of the Delaware State Bar Association has proposed its annual amendments to the Delaware General Corporation Law (the “DGCL”).  If the proposed amendments are approved by the Delaware legislature, Governor John C. Carney, Jr. could sign the amendments into law in August.

The following is a summary of the most important amendments impacting the creation, regulation, operation and dissolution of corporations.  These amendments modify statutory provisions covering (i) the “market out” exception for statutory appraisal rights in “intermediate form” mergers undertaken without stockholder approval, (ii) clarifications regarding the process and effectiveness of ratification of defective corporate acts under Section 204 and (iii) the ability of nonstock corporations to utilize Sections 204 and 205.

Further details, and a link to download a pdf of Berger Harris’s legislative update, can be found at Business Law Basics.