DGCL Amendments, Key Considerations, and Shareholder Litigation Impacts: Safe Harbors, Books and Records
Transaction Structures Under Section 144, Defined Categories Under Section 220, Going Private Transactions, Director Independence, and More
About the Course
Introduction
This CLE webinar will discuss the amendments to the Delaware General Corporation Law (DGCL) enacted in 2025 and the impact of such amendments on conflict transactions involving corporations and their directors, officers, and controlling stockholders, on books and records demands, and on stockholder litigation. The panel will provide guidance on developments with respect to such amendments, including relevant case law addressing their constitutionality and interpretation by the Delaware courts. The panel will also address key considerations for structuring transactions to fall within the safe harbors established by Section 144 of the DGCL and for ensuring that books and records demands remain within the statutorily defined categories of "books and records" under Section 220 of the DGCL.
Description
On March 25, 2025, significant new amendments to the DGCL took effect with the goal of providing greater predictability and reducing litigation exposure for officers and directors navigating complex corporate transactions. Among other things, the new legislation:
- Codified principles developed by the Delaware courts and broadly impacted the authorization and approval of interested person transactions, controlling stockholder transactions, and "going private transactions."
- Provided a heightened presumption of director independence for directors of corporations that have a class of stock listed on a national securities exchange.
- Enhanced the safe harbors for interested director and officer transactions and provided clear mechanisms for cleansing conflicts of interest.
- Defined and clarified who constitutes a "controlling stockholder" and provided a new safe harbor for controlling stockholder transactions.
The amendments also refined and limited the scope of records stockholders can access with the intent to reduce administrative burdens and potential misuse of inspection rights.
Following their enactment, litigation was brought challenging the constitutionality of the amendments, with the Delaware Supreme Court concluding in February 2026 that the amendments do not violate the Delaware Constitution. Following the Delaware Supreme Court's ruling, there have been multiple cases addressing or interpreting the new amendments.
Listen as our authoritative panel reviews the changes to the DGCL, discusses developments with respect to such changes since their enactment, and provides guidance for navigating this legislative framework.
Presented By
Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate fiduciary duties, and representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation in the Delaware Court of Chancery and the Delaware Supreme Court. She also represents clients in stockholder class actions, derivative suits, and securities actions in the state and federal courts throughout the country. In addition, Ms. German specializes in advising companies faced with stockholder litigation and books and records demands, as well as director and officer demands for advancement and indemnification; conducting investigations on behalf of management, boards of directors, and special board or management committees; and representing companies and their boards of directors in stockholder actions and "busted deal" litigation.
Ms. Norman has established herself as a thought leader in the Delaware corporate bar. She is a skilled transactional attorney who is praised as an “excellent practitioner” (Chambers USA, 2026) and is known for her thoughtful contributions to M&A agreements and other corporate deal processes. Ms. Norman served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes. Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues. Ms. Norman has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, October 20, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Overview of the amendments to Sections 144 and 220 of the DGCL
II. Recent cases interpreting or addressing such amendments, including as to their constitutionality and application
III. Key considerations for utilizing such amendments
The panel will discuss these and other key considerations:
- What are the safe harbor and books and records amendments to the DGCL?
- How have these amendments been addressed or interpreted by the Delaware courts following their enactment?
- What are the key considerations when reviewing and structuring corporate transactions or responding to books and records demands under this legislative framework?
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DGCL Amendments, Key Considerations, and Shareholder Litigation Impacts: Safe Harbors, Books and Records
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