Bainbridge's Business Associations: Agency, Partnerships, LLCs, and Corporations, 2025 Statutes and Rules
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This edition incorporates recent updates to the Model Business Corporation Act, Delaware General Corporation Law, and the rules under the Securities Exchange Act. Among the most significant changes in this edition are the changes to the DGCL made by the controversial SB 313. These include: New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a), which legislatively reversed West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, 2024 WL 747180 (Del. Ch. Feb. 23, 2024). New § 147 provides that whenever the DGCL expressly requires a board of directors to approve or take other action (such as making an advisability determination or a recommendation to stockholders) with respect to an agreement, instrument or document, the agreement, instrument or document may be approved in final form or substantially final form. The new provision effectively reverses Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024).
This edition incorporates recent updates to the Model Business Corporation Act, Delaware General Corporation Law, and the rules under the Securities Exchange Act. Among the most significant changes in this edition are the changes to the DGCL made by the controversial SB 313. These include: New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a), which legislatively reversed West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, 2024 WL 747180 (Del. Ch. Feb. 23, 2024). New § 147 provides that whenever the DGCL expressly requires a board of directors to approve or take other action (such as making an advisability determination or a recommendation to stockholders) with respect to an agreement, instrument or document, the agreement, instrument or document may be approved in final form or substantially final form. The new provision effectively reverses Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024).