Delaware Transactional & Corporate Law Update
Recent Amendments to Delaware’s General Corporation Law Give Boards Greater Flexibility in Approving Mergers and Permit Stockholder Agreements Restricting Corporate Governance, Among Other Changes
By John J. Paschetto, Leah E. Burcat, and Craig E. Rushmore
Following recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”), a merger agreement need not be in its final form when a board of directors approves it for purposes of the DGCL, and a corporation can validly contract that it will not take certain actions without a particular stockholder’s consent. Except as otherwise explained below, these and the other amendments discussed in this article took effect on August 1, 2024.
The Delaware LLC and LP Acts Have Recently Been Amended to Permit Certificates of Merger to Make Any Change to an LLC’s Certificate of Formation or an LP’s Certificate of Limited Partnership
By Lauren M. McCrery and Daniel M. Cole
Effective August 1, 2024, the Delaware Limited Liability Company Act (the “DLLCA”) and the Delaware Revised Uniform Limited Partnership Act (the “DRULPA” and, together with the DLLCA, the “Acts”) have been amended to provide, among other things, that a certificate of merger respecting a limited liability company (“LLC”) or limited partnership (“LP”) surviving a merger may effectuate any change to the LLC’s certificate of formation or the LP’s certificate of limited partnership.