Parsing Controversial Del. General Corporation Law Proposals

By Jody Barillare, Benjamin Wills and Brian Morris (June 5, 2024, 5:19 PM EDT) -- In late March, the Council of the Corporation Law Section of the Delaware State Bar Association proposed amendments to the Delaware General Corporation Law that, if enacted by the Delaware General Assembly, will address issues raised in three recent high-profile Delaware Court of Chancery decisions. The amendments pertain to the validity of stockholder agreements on corporate governance rights (West Palm Beach Firefighters' Pension Fund v. Moelis & Co.), the process required to approve merger agreements (Sjunde AP-Fonden v. Activision Blizzard Inc.), and corporations' ability to contract for "lost-premium damages" in merger agreements (Crispo v. Musk)....

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