Yesterday, July 17, 2024, Delaware Governor John Carney signed into law
Senate Bill 313, which amended Title 8 of the Delaware General Corporation Law (“DGCL”) to, among other things: (i) allow boards of directors to enter into stockholders agreements providing for consent over certain corporate governance matters, rather than including such provisions in the corporation’s certificate of incorporation; (ii) clarify standards for board approval of agreements; and (iii) permit merger agreements to specify penalties for failure to perform.
To view and print the full memorandum, please
click here.