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.
Sidley is a leader in securities class action litigation and has successfully represented clients in many of the largest recent securities cases. The authors of this article are Jack Jacobs and Hille Sheppard. Jack is a former Justice of the Delaware Supreme Court and joined Sidley Austin as a senior counsel in September 2014. Hille, a co-chair of the firm’s securities and shareholder litigation practice, is an experienced litigator who who focuses on defending companies, their officers and directors, and accounting firms in high-stakes securities class actions, shareholder derivative litigation and shareholder demands.