2008 Amendments to the General Corporation Law of the State of Delaware

Legislation amending the General Corporation Law of the State of Delaware (the DGCL) has been adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on June 26, 2008. The DGCL amendments became effective upon signing by the Governor. The DGCL amendments are designed to keep Delaware law current…

Void or Voidable? – Curing Defects in Stock Issuances Under Delaware Law

It is not unusual for a Delaware corporation’s stock records to have omissions or procedural defects raising questions as to the valid authorization of some of the outstanding stock. Confronted with such irregularities, most corporate lawyers would likely attempt to cure the defect through board and, if necessary, stockholder ratifi cation. However, in a number of…

CA, Inc. v. AFSCME Employees Pension Plan

The Delaware Supreme Court holds that a bylaw requiring expense reimbursement of a successful campaign to elect a short slate of directors violates Delaware law.