2014 Proposed Amendments to the General Corporation Law of the State of Delaware

May 2014

Publication| Corporate Transactions| Corporate & Chancery Litigation

The 2014 proposed amendments to the DGCLwould give corporations and their counsel increasedflexibility in structuring transactions and in effectingvarious corporate acts. The proposed legislationwould clarify the requirements for accomplishingtwo-step takeovers without a back-end vote on themerger, provide a means of enabling board and stockholderconsents to be delivered in escrow, simplifythe process of implementing certain amendmentsto the certificate of incorporation, relax the filingrequirements in respect of voting trusts, and providecorporations a means of dealing with issues thatarise when their incorporator has not duly completedthe incorporation process and cannot be located toassist with any necessary corrective measures.

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