Delaware has enacted important amendments to the Delaware
General Corporation Law. The amendments, which will go into effect
on August 1, 2009, include a number of changes responsive to
significant recent case law developments in the Delaware courts.
Highlights of the 2009 amendments include:
Proxy Access and Expense Reimbursement
Bylaws
In 2008, the Delaware Supreme Court held that
stockholder-adopted bylaws governing procedures and process related
to director elections were generally valid under the DGCL. CA,
Inc. v. AFSCME Employees Pension Plan, 953 A.2d 227 (Del.
2008). Specifically, that case held valid a stockholder bylaw
proposal requiring the corporation to reimburse expenses incurred
by a stockholder in solicitation of proxies in support of a
short-slate of dissident director nominees (so long as at least one
dissident was elected) if the bylaw explicitly included flexibility
not to reimburse if contrary to the board's fiduciary
duties.
