Guide to Delaware's 2024-2026 Corporate Law Amendments
A multi-year overhaul of the Delaware General Corporation Law responds to recent Court of Chancery decisions, creating new statutory safe harbors for conflicted transactions and clarifying rules for M&A agreements and corporate governance.
Delaware has enacted significant amendments to its General Corporation Law (DGCL) over the past three years, largely in direct response to court decisions that had unsettled established market practices. The changes provide transactional and corporate governance lawyers with updated rules of the road. Key amendments from 2024 legislatively overrule recent case law by validating common stockholder governance agreements (reversing Moelis), permitting board approval of documents in 'substantially final' form (addressing Activision), and expressly allowing merger agreements to provide for lost-premium damages (clarifying Crispo).
Perhaps most consequentially, 2025 amendments to DGCL Section 144 create new statutory safe harbors that can shield conflicted transactions with directors, officers, and controlling stockholders from entire-fairness review if specific disinterested director or stockholder approval requirements are met. Other notable changes expand the permissible scope of forum-selection clauses to non-internal corporate claims and clarify voting standards for increasing authorized shares. Counsel should review governance documents and transaction playbooks to ensure they align with the amended statutory framework and take full advantage of the new safe harbors to mitigate litigation risk.