Richards Layton & Finger

Significant Proposed Amendments to the General Corporation Law of the State of Delaware

June 2013

The 2013 proposed amendments to the DGCL include some of the most substantial and groundbreaking developments in statutory law in Delaware in years. The proposed legislation would eliminate the back-end vote in certain two-step takeovers, thereby reducing the delay (and associated costs) of holding a meeting to obtain such vote. In addition, the proposed legislation would enable corporations to validate defective corporate acts, including stock and option issuances that might otherwise be invalid. The proposed legislation also would introduce a new “benefit corporation” statute, which would enable corporations to be managed not only for the purpose of maximizing wealth for their stockholders, but also to further identified social benefits.