In a noteworthy decision from the Delaware Court of Chancery, Vice Chancellor Morgan T. Zurn dismissed a stockholder’s attempt to use an appraisal petition as an alternative method to obtain corporate books and records.
What struck me most about this opinion is the court’s thorough analysis of the statutory distinctions between Sections 220 and 262.
On August 1, 2023, amendments to the Delaware General Corporation Law (“DGCL”) went into effect, simplifying processes for Delaware corporations to take specific corporate actions. The changes focus on authorizing certain stock splits and altering a corporation’s authorized shares.
Key points of the amendments:
Section 242 – Amendments to Certificate of Incorporation:
Stockholder approval is