M&A REVIEW 12/2025

On 26 March 2025, Delaware Governor Matt Meyer signed the amendments to the Delaware General Corporation Law (DGCL) proposed in Senate Bill 21, after the legislature had passed them in an expedited procedure. The changes substantially revise Sections 144 and 220 of the DGCL, respond to a series of high-profile Delaware cases on conflicted transactions with directors and controlling shareholders, and narrow shareholder books-and-records demands. George Casey and Clara Pang of Linklaters explain what the amendments mean for boards, controlling shareholders and transactions involving Delaware companies.