Tuesday, February 24, 2009

SRZ Legal Alert: Pro-Shareholder Amendments to Delaware General Corporation Law Proposed

Legislation proposing amendments to the Delaware General Corporation Law (the “DGCL”) has been submitted to the Delaware State Bar Association for approval and, if granted, the amendments would be sent to the Delaware General Assembly for approval and then to the Delaware State Governor for signature into law, and would become effective August 1, 2009. The proposed amendments include the creation of two new DGCL sections, Sections 112 and 113, which would permit Delaware corporations to adopt bylaws that would give shareholders access to a company’s proxy statement for purposes of nominating directors as well as requiring the reimbursement of stockholder proxy expenses in certain situations. Along with these new sections, the proposed amendments included changes to Section 213, which would permit Delaware corporations to provide different record dates for stockholders entitled to notice of the annual meeting and stockholders entitled to vote at the meeting.

Click here to read the full publication from SchulteRoth&Zabel.

This Alert was co-authored by one of our Blog and Tacklers, Mark Weingarten, who is a Partner with SRZ and an expert on shareholder activism.