Tags » Delaware General Corporation Law

Proposed Legislative Amendments to the Delaware General Corporation Law

By: Jonathan Calla

The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed legislative amendments to the Delaware General Corporation Law (DGCL), which would have the effect of invalidating a provision in both the certificate of incorporation and bylaws of a stock corporation, which purports to impose liability upon a stockholder for attorney’s fees or expenses of the corporation in connection with a claim arising under the DGCL, including claims of breach of fiduciary duty by a current or former director or officer or controlling stockholder of the corporation, (an intracorporate claim).  280 more words


Directors' Revlon Duties

In the summer during my youth my favorite TV shows went on “vacation” and in their place reruns of prior episodes were broadcast. While it was never explicitly stated, presumably this was because the actors, writers and directors wanted (a) a vacation; (b) to assure loyal viewers that the program had not been cancelled, but would return in the fall; (c) maintain interest in the program; and / or (d) give viewers an opportunity to view an episode they missed when it was originally broadcast (this was after all well before DVRs and the Internet). 2,164 more words

Kevin Cramer

The Art of Implementing a Two-Tiered Rights Plan: Sotheby's Poison Pill May Show the Way for Directors of Delaware Companies to Address Concerns Over Creeping Control by Activist Investors

This past Friday evening, May 3rd, Vice Chancellor Parsons of the Delaware Court of Chancery denied a motion by activist investor Third Point and other investors to enjoin Sotheby’s May 6th annual meeting based on a challenge to a shareholder rights plan adopted by the Sotheby board that set different thresholds for triggering dilution based on whether an investor was an activist or passive investor. 6,327 more words

Kevin Cramer