Recent Developments for Directors
Delaware Legislature Acts to Stop Corporate Exodus In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions. Notably, the amendments: limit controlling stockholder liability by excluding any stockholder or group that owns less than a third of a company’s voting power […]
Posted by Julia Thompson, Keith Halverstam, and Jenna Cooper, Latham & Watkins LLP, on Monday, June 9, 2025
Editor's Note:
Julia Thompson, Keith Halverstam, and Jenna Cooper are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Ms. Thompson, Mr. Halverstam, Ms. Cooper, Charles Ruck, Ryan Maierson, and Joel Trotter.
Delaware Legislature Acts to Stop Corporate Exodus
In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions. Notably, the amendments:
- limit controlling stockholder liability by excluding any stockholder or group that owns less than a third of a company’s voting power and by establishing that, other than in going-private or squeeze-out transactions, courts will not review a controlling stockholder transaction approved either by a committee of independent directors or by an informed and uncoerced vote of a majority of other stockholders;
- limit stockholder rights to inspect corporate books and records to core documents such as governing documents, minutes, board books, financial statements, and D&O questionnaires; and
- presume the independence of directors who satisfy stock exchange independence standards.
Companies have applauded these updates to Delaware law. Texas and Nevada in turn continue to (more…)
