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Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law. The Amendment comes in the midst of a vigorous debate in the corporate legal community regarding the propriety of fee-shifting provisions.
The fee-shifting prohibition was proposed in response to the Delaware Supreme Court’s ruling in ATP Tour, Inc. Section 115 codifies the Delaware Court of Chancery’s holding in Boilermakers Local 154 Retirement Fund v. Similar to the fee-shifting amendments, the revisions affecting forum selection do not impact provisions of stockholder agreements or other private agreements between stockholders and corporations that may be enforced against the stockholders who are parties to the agreement. Amendments to section 204 clarify provisions relating to the ratification of defective corporate acts that would otherwise be void or voidable.
In light of the Amendment, Delaware corporations that enacted fee-shifting provisions in their certificates of incorporation or bylaws should remove them prior to August 1, 2015. The material in this publication was created as of the date set forth above and is based on laws, court decisions, administrative rulings and congressional materials that existed at that time, and should not be construed as legal advice or legal opinions on specific facts. Uber Tries to 'Lyft' Itself Out of Two Independent Contractor Misclassification Lawsuits by Settling for Up to $100 Million - But Will the Settlement Withstand Judicial Scrutiny? The amendments, which ultimately encourage social enterprise, were recently approved by Gov.

Effective August 1, amendments to Delaware’s public benefit corporation law will make it easier for corporations to become socially conscious.
Revised section 152 provides that a formula to determine the price at which shares of stock may be issued can depend on extrinsic facts, for example, market prices on a given date. Among other changes, revised section 204 clarifies the quorum and voting requirements for ratification of defective corporate acts, addresses the process by which stockholders may approve defective corporate acts (that require stockholder assent), and provides requirements for delivering notice of defective corporate acts. Delaware corporations should also consider adopting forum selection provisions requiring that internal corporate claims be filed in Delaware to ensure that such claims will be adjudicated with the benefit of the experience and expediency of the Delaware courts and judges, and should remain aware of the added flexibility the Amendment affords Delaware corporations in several ways. The information in this publication is not intended to create, and the transmission and receipt of it does not constitute, a lawyer-client relationship. Jack Markell last week, carry significant weight for the seemingly endless stream of businesses incorporating in Delaware. A former reporter in Delaware and Philly, Tony also occasionally writes for Red Bull Amaphiko and WHYY Newsworks. Internal corporate claims do not include federal securities class actions or claims brought by individuals who are not stockholders. Revised section 204 also dictates a process for appointing initial directors when none are named in the corporation’s initial certificate of incorporation.
Though he lives on his Twitter timeline, the Temple University alumnus calls Fishtown home.

His great subsequent analysis -- now in its Fifth Edition -- is organized by code section, with incisive and extensively annotated commentary that includes: strategies and options for specific business decisions and activities under the statute - detailed analysis of the practical applications and effects of each statutory provision and judicial decision - and all the major cases, many of them unreported and unavailable in any other source. 2013), that the bylaws of a Delaware corporation may provide that certain claims, including claims for breach of fiduciary duty, must be brought in a court in Delaware. 2015) (SB 75), which amended several provisions of the Delaware General Corporation Law (DGCL). Notably, the Amendment also does not prohibit fee-shifting provisions in stockholder agreements or other private agreements between stockholders and corporations that may be enforced against stockholders who are parties to the agreement. The Amendment neither authorizes nor prohibits provisions in a Delaware corporation’s certificate of incorporation or bylaws that specify a forum other than Delaware as an additional, nonexclusive forum. In addition to other changes to the DGCL, the Amendment prohibits stock corporations from enacting fee-shifting provisions in their certificates of incorporation or bylaws and endorses the adoption of forum selection clauses that designate Delaware as the exclusive forum in which certain litigation may be initiated.

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