In this episode of Mayer Brown’s Global Corporate M&A podcast, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors
Brian Massengill
Delaware Law Alert: Books and Records Inspection Under the Amended §220
Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025, seek to address the concern that inspection rights had become overly burdensome for corporations. Amended §220 generally narrows the scope of records available for inspection to a limited set of…
Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder Transactions Under the Amended Delaware Corporation Law
A significant revision to the Delaware General Corporation Law has changed how corporations approve transactions with their directors, officers, and controlling stockholders. The amendments include “safe harbor” protection from certain equitable and monetary claims for qualifying transactions. This Legal Update offers a step-by-step guide for boards evaluating transactions under this new framework.
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Did the Seventh Circuit Just Sound the Death Knell for Mootness Fees?
For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to crack down on these lawsuits, but—as in the game of whack-a-mole—the plaintiffs bringing these lawsuits have adjusted their tactics to avoid the judicially imposed…
Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement
By Andrew Noreuil, Cade M. Cross & Brian Massengill on
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an unreasonable restraint of trade. Applying the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Supreme Court held that (i) the forfeiture-for-competition provision…