M&A Under New Amendments to the Delaware Corporation Law: Merger Agreements, New Safe Harbors, Deal Documents
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, November 19, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE course will discuss the recent amendments to the Delaware General Corporation Law (DGCL) and their implications on mergers and acquisitions. The panel will highlight specific amendments and how they are shaping M&A transactions as well as provide practice tips for navigating deals under this new legal framework.
Ms. Stark brings more than two decades of experience guiding companies through complex corporate transactions and strategic decisions involving Delaware corporate law. Her practice spans mergers and acquisitions, IPOs, proxy contests, asset sales, stock issuances and hostile takeovers. Ms. Stark advises both public companies and private equity funds and their portfolio companies in connection with mergers and acquisitions. She also counsels both public and private companies on corporate governance matters, including Delaware fiduciary duties, and the General Corporation Law of the State of Delaware. In addition, Ms. Stark has a strong capital markets practice, advising on IPOs, secondary offerings, and at-the-market transactions. She also regularly works with private equity and venture-backed companies on preferred stock and debt financings, as well as strategic investments and exits.
Significant amendments to the DGCL in 2024 and 2025 have altered the landscape for M&A transactions for Delaware corporations. In 2024, the amendments were made to address recent case law decisions in Activision, Moelis, and Crispo. The 2024 amendments authorized the use of stockholder representatives in merger agreements, provided clarity around the manner in which boards and stockholders must approve merger agreements, and validated the enforceability of damages and penalty clauses in merger agreements should a deal fall apart.
On Mar. 25, 2025, additional amendments to the DGCL took effect with the goal of providing greater predictability and reducing litigation exposure to officers and directors navigating complex corporate transactions. The new legislation codified principles developed by the Delaware courts and will have a broad impact on the authorization and approval of interested person transactions, controlling stockholder transactions, and "going private transactions."
Listen as our authoritative panel discusses the recent amendments to the DGCL and explores the impact these amendments and recent caselaw will have on deal activity, merger transactions, and corporate and M&A documents.
I. Background regarding the 2024 and 2025 amendments
II. 2024 Amendments
A. Response to decisions in Activision, Moelis, and Crispo
B. Stockholder agreements
C. Board approval of merger agreements
D. Penalties and damages for a breach of a merger agreement
E. Stockholder representatives in merger agreements
F. Disclosure schedules not deemed a part of the merger agreement
III. 2025 Amendments
A. Merger filings (DGCL Sec. 252)
B. Creation of safe harbors for controlling stockholders and interested party transactions
C. Presumption of independence for directors and officers
IV. Impact of recent amendments on M&A deals and documentation
V. Practitioner pointers and key takeaways
The panel will discuss these and other key considerations:
- What is the background and intent behind the 2024 and 2025 amendments to the DGCL?
- How did the 2024 amendments provide clarity between recent court decisions and M&A market practice?
- What are the new safe harbor provisions that are designed to cleanse a conflict transaction involving directors, officers, and controlling stockholders?
- What are the key considerations when reviewing deal structures and drafting M&A documents under the new legislative framework?
