Delaware Transactional & Corporate Law Update
Recent Amendments to the DGCL Address Governance Challenges During Pandemics and Add a Pro-Director Default Rule to Exculpation Provisions, Among Other Changes
By Norman M. Powell and John J. Paschetto
The Delaware legislature recently adopted amendments to the General Corporation Law of the State of Delaware (the “DGCL”) that, among other changes, give boards of directors additional tools in navigating the COVID-19 crisis and associated shut-downs, and increase the default protections afforded to directors when their corporation includes an exculpatory provision in its certificate of incorporation. Except as otherwise indicated, all of the amendments discussed below took effect on July 16, 2020.