Wilson Sonsini’s “Delaware Implements New Amendments to the Delaware General Corporation Law” describes several recent changes to the Delaware General Corporation Law, at least four of which are particularly noteworthy for corporate secretaries and other governance professionals.
The amendments:
- Permit exculpation of corporate officers from personal liability for fiduciary duty claims under certain circumstances upon approval by the company’s shareholders of an amendment to the corporate charter/articles of incorporation (see sample charter provision in Wachtell Lipton’s memo here and this Freshfields memo)
- Broaden the scope of the board’s permissible delegation of authority to management to grant equity awards subject to proper authorizing resolutions and delegation authority in the company’s governance documents (see detailed discussion in this Troutman Pepper memo)
- Eliminate the requirement for companies to make the stockholder list available for examination during the annual (or other) meeting of shareholders
- Permit adjournment of a virtual shareholder meeting to address a technical failure
Additional amendments are discussed in the memo.
See also Wolters Kluwer’s “The 2022 amendments to Delaware’s business entity laws.”
This post first appeared in the weekly Society Alert!