Richards Layton & Finger

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

May 2014

The 2014 proposed amendments to the DGCL would give corporations and their counsel increased flexibility in structuring transactions and in effecting various corporate acts. The proposed legislation would clarify the requirements for accomplishing two-step takeovers without a back-end vote on the merger, provide a means of enabling board and stockholder consents to be delivered in escrow, simplify the process of implementing certain amendments to the certificate of incorporation, relax the filing requirements in respect of voting trusts, and provide corporations a means of dealing with issues that arise when their incorporator has not duly completed the incorporation process and cannot be located to assist with any necessary corrective measures.