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.
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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
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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.
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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
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
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]
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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.
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