Available in:

OnDemand Course

Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits

Are you aware of the amendments to the Delaware General Corporation Law and the impacts it has on your current processes? In 2013, the Delaware General Assembly adopted a number of significant changes to the Delaware General Corporation Law; a number of additional changes have been proposed to become effective on August 1, 2014.

These changes include a method to streamline stockholder approval of public company merger transactions; methods for streamlining closings; simplifying the adoption of corporate name changes; and a new structure for addressing past corporate errors. The legislature also adopted a new subchapter authorizing the creation of Delaware Public Benefit Corporations. Finally, the legislature is considering an important change to the statutory statute of limitation that applies to contracts. These changes, and how they can be used to your advantage, will be the subject of this on-demand webinar.

99 minutes
Certificate of Completion
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Section 251(H): Medium Form Mergers

  • Benefits of Two-Step Mergers
  • Structure of 251(H)
  • Upcoming Amendments
  • Fiduciary Issues

Pre-Positioning Director and Stockholder Consents

  • The Issue
  • The Fix
  • Avoiding Closing Mistakes

Name Changes

  • Avoiding the Stockholder Vote
  • The Fix

Statute of Limitations

  • 3-Year Contractual Limit
  • Effect on Post-Closing Indemnification
  • Use of Seal
  • Amendments to Section 8106

Fixing Past Mistakes

  • Case Law
  • The Problem
  • New Section 204: Ratification
  • New Section 205: Court Approval

Public Benefit Corporations

  • The Stockholder Centric Model
  • Expanding the Beneficiaries
  • The New Statute
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on June 30, 2014.

Call 1-866-352-9540 for further credit information.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Frederick H. Alexander

Frederick H. Alexander

Morris, Nichols, Arsht & Tunnell LLP

  • Chair of the firm’s Executive Committee and a member of the Corporate Counseling Group of Morris, Nichols, Arsht & Tunnell LLP, which specializes in providing advice on corporate governance and transactions, including mergers and acquisitions, capital raising and corporate control contests
  • His work often involves counseling boards of directors and board committees, including special committees of directors appointed to negotiate mergers or other significant transactions
  • Provides formal legal opinions on issues involving Delaware corporate law and related matters
  • Formerly chaired the Council of the Corporation Law Section of the Delaware State Bar Association and the General Review Task Force of the ABA Committee on Corporate Laws
  • Serves as co-chair of the ABA Task Force on Two Step Mergers and on the Planning Committee for the Tulane Corporate Law Institute and the Advisory Committee for the Securities Regulation Institute
  • Named as one of the ten most highly regarded corporate governance lawyers worldwide by The International Who’s Who of Corporate Governance Lawyers, selected by Best Corporate Law Lawyers as the Delaware Mergers & Acquisitions Lawyer of the Year and as the Delaware Corporate Law Lawyer of the Year, named as one of the 500 leading lawyers in the United States by the Lawdragon guide, listed in the top category for Delaware Corporate/M&A lawyers Chambers USA: America’s Leading Lawyers for Business
  • Wrote The Delaware Corporation; Legal Aspects of Organization and Operation 1-5th C.P.S. (BNA 2014), and has written numerous articles, including Forum Selection By-laws: Where We Are and Where We Go From Here (Insights 2013); The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution (Corporate Counsel Weekly 2011); Responding to Unsolicited Takeover Offers (Conference Board 2009), and Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws (Delaware Journal of Corporate Law, 2008)
  • Can be contacted at [email protected] or 302-351-9228
No photo available

Melissa A. DiVincenzo

Morris, Nichols, Arsht & Tunnell LLP

  • Partner at Delaware Corporate Law Counseling Group at Morris, Nichols, Arsht & Tunnell LLP
  • Provides advice on corporate governance matters and various corporate transactions, including initial public offerings, mergers, asset sales, domestications and financing transactions
  • Guides Delaware corporations on the requirements of the Delaware General Corporation Law, counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law
  • Member of the State Bar of Delaware and the Delaware State Bar Association, Committee on Mergers and Acquisitions of the ABA Business Law Section and, of the Judicial Interpretations Working Group of the Subcommittee on Mergers and Acquisitions
  • J.D. degree, magna cum laude, The Dickinson School of Law of The Pennsylvania State University; B.A. degree, magna cum laude, Mount Saint Mary’s University
  • Can be contacted at 302-351-9623 or at [email protected]
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

All of your training, right here at Lorman

All of your training, right here at Lorman.

Pay once and get a full year of unlimited training in any format, any time!

  • OnDemand Courses
  • Live Webinars
  • MP3 Downloads
  • Course Manuals
  • Executive Reports
  • White Papers and Articles

Additional benefits include:

  • State Specific Credit Tracker
  • All-Access Pass Course Concierge

Questions? Call 877-296-2169 to speak with a real person.

Sign Up Today
With This Course

Access to all training products for one year
$699/year

Unlimited Lorman Training

With the All-Access Pass there is no guessing what you will need for your yearly training budget. $699 will cover all of your training needs for an entire year!

Easy Registrations

Once you purchase your All-Access Pass you will never be any further than one-click away from attending any Lorman training course.

Invest in Yourself

You haven't gotten to where you are professionally by luck alone; it's taken a lot of hard work and training. Invest in yourself with the All-Access Pass.

Product ID: 392539
Purchase Options

Available in Multiple Formats

Purchase this course and learn on your schedule!