Delaware Legislature Expected to Approve Amendments to Corporate Law

In April 2022, proposed amendments to the General Corporation Law of the State of Delaware (the “DGCL”) adopted by the Delaware bar, were introduced to the Delaware legislature and are expected to pass. The proposed amendments include, for example, allowing a corporation to adopt exculpatory provisions for breach of fiduciary duties of not only directors but certain officers as well. One amendment would reduce the need for shareholder approval for conversion of a Delaware corporation to another entity from unanimity to a majority of voting rights (plus in the case of conversion to a partnership, approval by any shareholder who would become a general partner). The amendments, if approved, would go into effect on August 1, 2022.