The Evolution of Delaware Corporate Law: Finding Certainty in Uncertain Times

Revue Trimestrielle de Droit Financier, 2024, No. 3, pp. 42-48

Posted: 10 Dec 2024

See all articles by Romain Dambre

Romain Dambre

Shearman & Sterling LLP

Mallory Tosch Hoggatt

Shearman & Sterling LLP

Samantha Peppers

Shearman & Sterling LLP

Date Written: August 01, 2024

Abstract

Delaware, long regarded as the hub of corporate law in the United States, has recently undergone significant legislative changes following a series of court decisions. On August 1, 2024, amendments to the Delaware General Corporation Law came into effect, marking a pivotal shift in corporate law by aligning the statute with contemporary business practices. These amendments modernize Delaware corporate law by allowing corporations incorporated in Delaware—home to the majority of U.S. corporations—to contractually delegate certain governance controls to stockholders, a role traditionally reserved for corporate directors. Additionally, the amendments provide corporations and their boards with greater flexibility in deal-making and transaction approvals. The changes sparked intense discussions among academics, Delaware legal practitioners, and Wall Street deal-makers. The swift response of the Delaware General Assembly to the Delaware Court of Chancery's rulings is as remarkable as the amendments themselves. This article delves into the three court rulings that triggered the legislative response, the immediate effects of the new amendments, and the broader implications for companies currently incorporated in Delaware or considering incorporation there.

Keywords: Corporate Law, Mergers and Acquisitions, Case Law, Legislative Response

Suggested Citation

Dambre, Romain and Tosch Hoggatt, Mallory and Peppers, Samantha,
The Evolution of Delaware Corporate Law: Finding Certainty in Uncertain Times
(August 01, 2024). Revue Trimestrielle de Droit Financier, 2024, No. 3, pp. 42-48, Available at SSRN: https://ssrn.com/abstract=4986774

Romain Dambre (Contact Author)

Shearman & Sterling LLP ( email )

599 Lexington Avenue
New York, NY 10022-6069
United States

Mallory Tosch Hoggatt

Shearman & Sterling LLP ( email )

Samantha Peppers

Shearman & Sterling LLP ( email )

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