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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, July 15, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will summarize the recent amendments to the Delaware General Corporation Law (DGCL) and highlight the new procedural safe harbors for conflict transactions involving corporations and their directors, officers, and controlling stockholders. The panel will provide guidance for assessing and structuring conflicted transactions under the new framework and explore the potential impact these new amendments will have on shareholder derivative litigation in Delaware.

Faculty

Shannon E. German
Partner
Wilson Sonsini Goodrich & Rosati

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.

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Stephanie Norman
Director
Richards, Layton & Finger P.A.

Ms. Norman is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A agreements and other corporate deal processes. Her practice includes drafting organizational corporate documents, assisting corporations and practitioners in remedying defective corporate acts, and handling M&A transactions, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law. 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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Description

On Mar. 25, 2025, significant new 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 codifies 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." 

The amendments provide a heightened presumption of director independence. They also enhance the safe harbors for interested director and officer transactions and provide a safe harbor for controlling stockholder transactions. The legislation imparts clarity by defining what it means to be a "controlling stockholder" and provides clear mechanisms for cleansing conflicts of interest.

The new legislation also refines and limits the scope of records stockholders can access with the intent to reduce administrative burdens and potential misuse of inspection rights. Corporations now have the ability to impose reasonable restrictions on the confidentiality and use or distribution of books and records which has increased the burden on stockholders to establish the validity of an inspection request.

Listen as our authoritative panel reviews the recent changes to the DGCL and provides guidance for navigating this new legislative framework. 

Outline

I. Background regarding the March 2025 amendments to the DGCL

II. Kahn v. M&F Worldwide Corp.: controlling stockholder transactions

III. Key definitions and clarifications found in the new amendments: controlling stockholders, material interest and material relationship, and disinterested director

IV. Amendments to Section 144: procedural safe harbors for conflicted transactions

A. Director and officer conflicts

B. Controlling stockholder transactions

V. Section 220 amendments relating to the scope of company records available through a stockholder's book and records demand

VI. Circumstances when a conflicted transaction fails to qualify for one of the new safe harbors

VII. Key considerations for reviewing and structuring conflicted transactions under the new statutory framework

VIII. Potential impact of the new amendments on future shareholder litigation

Benefits

The panel will discuss these and other key considerations:

  • What is the background and intent behind the new amendments to the DGCL?
  • What are the new safe harbor provisions that are designed to cleanse a conflict transaction involving directors, officers, and controlling stockholders?
  • How do the new amendments provide for a heightened presumption of independence for directors?
  • What are the key considerations when reviewing and structuring corporate transactions under the new legislative framework?