Delaware General Corporation Law Amendments 2024: Governance Rights, Transaction Approval, Lost Premium Damages
Impact of Recent Chancery Court Decisions in Moelis, Blizzard, and Crispo v. Musk
A live 90-minute CLE video webinar with interactive Q&A
This CLE webinar will guide corporate and general counsel on the July 2024 amendments to the Delaware General Corporation Law (DGCL), the anticipated impacts of those amendments on corporate governance and litigation, and practical considerations for corporations.
Outline
- Stockholder agreements
- Moelis
- New Subsection 122(18)
- Transaction approval requirements
- Blizzard
- New Section 147
- Amended Section 232
- New Section 268
- Authorization of lost premium damages provisions
- Crispo v. Musk
- Amended Section 261
- Takeaways and best practices
Benefits
The panelist will review these and other key issues:
- What do the recent amendments to the DGCL indicate about stockholder agreements, transaction approval requirements, and lost premium damages provisions generally?
- How will the recent amendments affect corporate governance and litigation?
Faculty
Vincent J. Cannizzaro, III
Partner
Morris James
Mr. Cannizzaro, III, chairs the firm's Corporate/Mergers & Acquisitions practice. He is a seasoned corporate... | Read More
Mr. Cannizzaro, III, chairs the firm's Corporate/Mergers & Acquisitions practice. He is a seasoned corporate lawyer, focusing on mergers and acquisitions, corporate governance, alternative entity issues, and securities. Mr. Cannizzaro,III, represents public and private companies and private equity sponsors in complex US and cross-border transactions, including mergers, acquisitions, investments, dispositions, spinoffs, joint ventures, energy infrastructure projects, restructuring, bankruptcy and distressed M&A, and SPACs. Beyond discrete transactions, he provides counsel to international and domestic clients in connection with their ongoing business and operations.
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Barnaby Grzaslewicz
Partner
Morris James
Mr. Grzaslewicz is a Partner in the Corporate and Commercial Litigation Groups. He is an experienced Delaware... | Read More
Mr. Grzaslewicz is a Partner in the Corporate and Commercial Litigation Groups. He is an experienced Delaware litigator focusing his practice on litigation involving corporations and other business entities formed under Delaware law. Mr. Grzaslewicz represents clients in the Delaware Court of Chancery in various business disputes. His experience includes litigating breach of fiduciary duty, breach of contract, and fraud actions, as well as litigating disputes arising under Delaware’s corporate and alternative entity statutes, including control contests, demands for books and records, and demands for advancement and indemnification. Mr. Grzaslewicz also has an active practice before the Complex Commercial Litigation Division of the Delaware Superior Court, including, most recently, successfully prosecuting a post-acquisition fraud claim as first chair litigation and trial counsel, which resulted in a multi-million dollar judgment for his client.
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K. Tyler O'Connell
Partner
Morris James
Mr. O'Connell represents companies, members of management, and investors in business disputes belore the... | Read More
Mr. O'Connell represents companies, members of management, and investors in business disputes belore the Delaware courts. He also counsels companies, directors, officers, and managers of Delaware business entities in connection with transactions that involve litigation risk. Mr. O'Connell has represented parties in the Delaware Court of Chancery in disputes over the ownership, control, and management of Delaware business entities, including corporations, partnerships, and limited liability companies. His clients include companies, founders, and significant investors, as well as directors, officers, general partners, and other members of senior management. Mr. O'Connell frequently litigates claims for breach of fiduciary duties and breach of limited partnership agreements and limited liability company agreements, as well as governance disputes and control contests, advancement actions, books and records litigation, appraisal actions, and other statutory proceedings under the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act.
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