In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state's law relating to conflicted transactions between corporations and their directors, officers, and controlling stockholders. The amendments are part of a trend to lend certainty to principles developed by Delaware courts over decades, and while likely to be welcomed by corporate boards and transaction advisors, the amendments themselves will be subject to further interpretation as corporate actors wrestle with the implications of these changes.
This Legal Update summarizes the amendments to DGCL §144, focusing on the step-by-step process boards may use to evaluate and structure conflicted transactions under the new framework. This update is intended to guide boards through the various options under the amended §144 to achieve "safe harbor" status for conflicted transactions and minimize exposure to potential litigation. Where relevant, this update notes the historical context of the amendments and offers further considerations on their practical nuances.
For easy reference, this update includes a summary table of the safe harbors and their requirements.
Read the complete article on the Harvard Law School Forum of Corporate Governance.
Visit us at mayerbrown.com
Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the "Mayer Brown Practices"). The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong & Nair LLC ("PKWN") is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong & Nair Pte. Ltd. Details of the individual Mayer Brown Practices and PKWN can be found in the Legal Notices section of our website. "Mayer Brown" and the Mayer Brown logo are the trademarks of Mayer Brown.
© Copyright 2025. The Mayer Brown Practices. All rights reserved.
This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.
