DGCL Amendments, Key Considerations, and Shareholder Litigation Impacts: Safe Harbors, Books and Records

This CLE webinar will discuss the amendments to the Delaware General Corporation Law (DGCL) enacted in 2025 and the impact of such amendments on conflict transactions involving corporations and their directors, officers, and controlling stockholders, on books and records demands, and on stockholder litigation. The panel will provide guidance on developments with respect to such amendments, including relevant case law addressing their constitutionality and interpretation by the Delaware courts. The panel will also address key considerations for structuring transactions to fall within the safe harbors established by Section 144 of the DGCL and for ensuring that books and records demands remain within the statutorily defined categories of "books and records" under Section 220 of the DGCL.

On March 25, 2025, significant new amendments to the DGCL took effect with the goal of providing greater predictability and reducing litigation exposure for officers and directors navigating complex corporate transactions. Among other things, the new legislation: 

• Codified principles developed by the Delaware courts and broadly impacted the authorization and approval of interested person transactions, controlling stockholder transactions, and "going private transactions."  
• Provided a heightened presumption of director independence for directors of corporations that have a class of stock listed on a national securities exchange.
• Enhanced the safe harbors for interested director and officer transactions and provided clear mechanisms for cleansing conflicts of interest.
• Defined and clarified who constitutes a "controlling stockholder" and provided a new safe harbor for controlling stockholder transactions.

The amendments also refined and limited the scope of records stockholders can access with the intent to reduce administrative burdens and potential misuse of inspection rights.

Following their enactment, litigation was brought challenging the constitutionality of the amendments, with the Delaware Supreme Court concluding in February 2026 that the amendments do not violate the Delaware Constitution. Following the Delaware Supreme Court's ruling, there have been multiple cases addressing or interpreting the new amendments.

Listen as our authoritative panel reviews the changes to the DGCL, discusses developments with respect to such changes since their enactment, and provides guidance for navigating this legislative framework.