2016 Changes To Delaware Law Go Into Effect

Amendments to the Delaware General Corporation Law

Several significant amendments to the Delaware General Corporation Law (the DGCL) were signed into law on June 16, 2016, and went into effect on August 1, 2016.¹ Most significantly, these amendments:

• Limit certain de minimis appraisal claims and allow corporations to tender payment to stockholders to limit accrual of interest – Revised Section 262 (i) mandates dismissal of de minimis appraisal claims (i.e., where the number of shares entitled to appraisal does not exceed 1 percent of the shares eligible for appraisal or where the merger consideration for the shares entitled to appraisal does not exceed $1 million) in connection with public company transactions other than short-form mergers and (ii) permits corporations to pay each stockholder entitled to appraisal an amount of the corporation's choosing prior to a final judgment to reduce the accrual of interest owed to such stockholders.