Signed by Governor Matt Meyer

Vote Smart's Synopsis:

Vote to pass a bill that amends the Delaware Code relating to General Corporate Laws.

Highlights:

• Amends the Delaware Code relating to General Corporate Laws (Sec. 1-2).

• Amends how a controlling stockholder is defined and specifies additional changes from the Corporate Law Section of the Delaware State Bar Association (Sec. 1-2).

• Requires a board of directors to place only disinterested directors in charge of reviewing conflicted transactions, clarifying safe harbors apply only if the directors acted without gross negligence, clarifying that the traditional fiduciary duties to disclose material information to stockholders would not change, and clarifying that when the safe harbors don't apply, the courts have the discretion they have always had under common law to assess whether a transaction is fair (Sec. 1-2).

• Specifies that the provisions of this bill shall take effect beginning February 17, 2025 (Sec. 3).

Full Bill Text

Vote Smart's Synopsis:

Vote to pass a bill that amends the Delaware Code relating to General Corporate Laws.

Highlights:

• Amends the Delaware Code relating to General Corporate Laws (Sec. 1-2).

• Amends how a controlling stockholder is defined and specifies additional changes from the Corporate Law Section of the Delaware State Bar Association (Sec. 1-2).

• Requires a board of directors to place only disinterested directors in charge of reviewing conflicted transactions, clarifying safe harbors apply only if the directors acted without gross negligence, clarifying that the traditional fiduciary duties to disclose material information to stockholders would not change, and clarifying that when the safe harbors don't apply, the courts have the discretion they have always had under common law to assess whether a transaction is fair (Sec. 1-2).

• Specifies that the provisions of this bill shall take effect beginning February 17, 2025 (Sec. 3).

Full Bill Text