Section 1. Section 1 of this Act amends § 122. New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a). The Court of Chancery recently observed that “[t]he expansive use of stockholder agreements suggests that grea...| legis.delaware.gov
Proposed changes to Delaware’s General Corporation Law would upend more than a century of corporate fiduciary law.| delawarecall.com
A new frontier of corporate law jurisprudence has emerged. At issue are the limits of corporate contractual freedom and stockholders’ power to change ...| The Harvard Law School Forum on Corporate Governance
Four lawmakers voted against SB 313 in the House Judiciary Committee. The amendments, which some have called a bailout for private equity, now head to the floor for a final vote.| delawarecall.com
Vice Chancellor Laster calls amendments a “major surgery” to Delaware law.| delawarecall.com
In the case of West Palm Beach Firefighters' Pension Fund v. Moelis & Company, the plaintiff, a stockholder of Moelis & Company (the "Company"), challenged the validity of certain provisions in a Stockholder Agreement between the Company and its CEO, Ken Moelis. The agreement gave Moelis extensive pre-approval rights over the Company's board of directors' decisions, the ability to select a majority of board members, and the power to determine the composition of any board committee. The plaint...| Justia Law
“Why the rush?” asked Chancellor Kathaleen McCormick in a letter to the state bar, whose members drafted the amendments to the corporate code.| delawarecall.com
