Delaware's General Corporation Law: Proposed Changes

On May 12 the Delaware Senate passed four amendments to the Delaware General Corporation Law (DGCL). The state’s House will consider the legislation in early June, and if the amendments pass (as is considered likely), they are expected to become effective in August. They would have a significant impact on corporate America, as more than 50 percent of U.S. publicly traded companies and 64 percent of the Fortune 500 companies are incorporated in Delaware, and over one million business entities make Delaware their legal home.

The proposed amendments would change forum selection provisions in the certificates of incorporation or bylaws of Delaware corporations, would invalidate fee-shifting provisions and would make two important changes in the appraisal statute.