LaFollette, Yang, Griffith Write Delaware Corporate Law Article for MCC
The article “2014 Changes To Delaware Corporate Law” by Akin Gump energy partner Christine LaFollette, corporate partner Thomas Yang and associate Mitchell Griffith has been published by The Metropolitan Corporate Counsel.
The authors discuss “significant amendments to the Delaware General Corporation Law (the DGCL)…approved and signed into law last month” that were “substantially the same as the amendments originally proposed in April 2014 and generally went into effect on August 1, 2014.”
The principal substantive amendments that the authors identify are:
- Short Form Mergers – Section 251(h): “Section 251(h) of the DGCL was enacted in August 2013 to simplify and accelerate the two-step merger process.”
- Escrowing Director and Stockholder Consents – Sections 141(f) and 228(c): “This amendment to Section 141(f) clarifies, subject to certain restrictions, that when obtaining the requisite unanimous written consent to take a proposed action without a meeting of the board of directors or other committee, any person, even if they are not a director at the time, can provide consent that will be effective at a future date.”
- Amendments to Certificates of Incorporation Without Stockholder Approval – Section 242: “The amendments to Section 242 authorize a corporation to amend its certificate of incorporation without submitting such amendments to its stockholders for approval (unless otherwise expressly required by its certificate of incorporation)” to change its name, delete certain historical references or delete provisions in any amendment to its certificate of incorporation with certain effects.
- Incorporator Unavailability – Section 103(a)(1) and Section 108(d): “Amended Section 103(a) provides that if the incorporator is absent for any reason…instruments to be filed before the election of the initial board of directors” may be signed by other designated parties, while “the addition of Section 108(d) authorizes any person on whose behalf the incorporator was acting directly or indirectly as employee or agent to take any action that the incorporator would have been authorized to take under Section 107 or Section 108.”
- Filing Voting Trusts – Section 218): “The amendment to Section 218 permits voting trust agreements, and any amendment thereto, to be delivered to the corporation’s principal place of business instead of its registered office.”
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