Client Alert: Delaware General Assembly Amends Section 220 of DGCL

Under the new law, in most situations, a stockholder will only be entitled to a corporation’s official books and records, rather than informal director communications such as text messages and emails.

Client Update on the Delaware Supreme Court Decision for SB21

Timothy S. Spangler provides an Update to the The Delaware Supreme Court in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), recently affirmed the constitutionality of amendments to Section 144 of the Delaware General Corporation Law (DGCL) regarding transactions involving controlling stockholders

Sifting through the Corporate Transparency Act: Keys to Understanding What This Means for Your Business

M. Halloran, L. Lerner, and M. Hobson of HFK speak on the importance of the Corporate Transparency Act, effective January 1, 2024 and what this means for your business and filing requirements moving forward in their publication on American Bar Association’s Business Law Today https://businesslawtoday.org/2024/04/corporate-transparency-act-key-elements-to-understand/

Touring through Traditional Fiduciary Law, the DGCL, Delaware Corporate Law, and Delaware’s Support for Private Ordering with Vice Chancellor Laster

In a recent decision of the Delaware Court of Chancery, the reader is fortunate to be taken on a “tour” by Vice Chancellor J. Travis Laster “through traditional fiduciary law, the DGCL, Delaware corporate law, and Delaware’s support for private ordering” as he examined the validity of a consequential stockholder-level agreement.

Directors, Found Not Liable as Directors, May Be Liable as Officers in Suit Brought by Sole Holdout Stockholder

Directors of Delaware corporations cannot be held liable for breaches of the duty of care so long as their corporations’ charters include “exculpation” provisions.

Good-Faith Determinations under the CARES Act Paycheck Protection Program

The American Bar Association is publishing a version of this article on its Business Law Today website.

Stockholders Can Hire Lawyers to Monitor Investments for Potential Litigation: Delaware Court of Chancery Gives Corporate Books to Law Firm Retained by Institutional Investor

stockholder plaintiffs in books-and-records actions under Section 220 of the Delaware General Corporation Law are required to have “substantive involvement” in the litigation

Corporations Cannot Bar Plaintiffs from Bringing Securities Law Claims in State Court: Delaware Court of Chancery Finds Federal-Forum Charter Provisions “Ineffective and Invalid”

Based on a recent Court of Chancery ruling, Delaware corporations cannot adopt charter provisions that require plaintiffs to go to federal court (rather than state court) to assert any claims made under the federal securities laws.

Passengers Will Please Refrain: Delaware Court of Chancery Upholds Contractual Waiver of Statutory Appraisal Rights in a Merger

Until recently, it was unclear whether a stockholder’s statutory right to appraisal of shares following a merger could be waived by contract.

Delaware’s “Safe Harbor” for Self-Interested Transactions Is Not So Safe

Section 144 of the Delaware General Corporation Law provides a “safe harbor” for self-interested transactions between a corporation and one or more of its directors or officers, or between a corporation and another entity in which a director or officer has a material interest.