Richards Layton & Finger
 

2016 Proposed Amendments to the General Corporation Law of the State of Delaware

April 2016

Legislation setting forth the 2016 proposed amendments to the General Corporation Law of the State of Delaware (DGCL) has been approved by the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly. If the amendments become effective, they would result in several important changes to the DGCL. Among other things, the proposed amendments would clarify the requirements and procedures relating to so-called “intermediate-form” mergers under Section 251(h) of the DGCL and would make several changes to Section 262 of the DGCL, which governs appraisal rights, to dispense with certain de minimis appraisal claims and to give parties an opportunity to make pre-judgment payments to appraisal claimants to limit the amount of interest that would otherwise accrue on an appraisal award.