Delaware Transactional & Corporate Law Update

Recent Amendments to the Delaware General Corporation Law Provide New Safe Harbors for Transactions Involving Conflicted Directors or Controlling Stockholders, and Place New Procedural and Content Limitations on Stockholders’ Access to Corporate Books and Records

By John J. Paschetto, Leah E. Burcat, and Daniel M. Cole

The General Corporation Law of the State of Delaware (the “DGCL”) has recently been amended to offer processes by which corporate acts or transactions involving conflicted directors, officers, or controlling stockholders can be shielded from most stockholder claims.  In addition, the DGCL provisions regarding stockholder access to corporate information have been amended to limit the categories of books and records that a stockholder can inspect without meeting a new “compelling need” standard.  These amendments took effect on March 25, 2025, but do not apply to any proceeding commenced, or any inspection demand made, on or before February 17, 2025.  READ MORE