Latest news with #MattMeyer
Business Journals
9 hours ago
- Business
- Business Journals
Delaware's 2025 DGCL amendment
In March 2025, Delaware enacted significant amendments to the Delaware General Corporation Law (DGCL). These amendments, enacted through Senate Bill 21 (SB 21) and signed into law by Gov. Matt Meyer on March 25, 2025, substantively modify the safe harbor provisions for interested transactions and refine the scope of stockholder inspection rights. We analyze these critical changes and their practical implications for Delaware corporations, their boards and stockholders. Background and context The amendments were passed by the Delaware legislature in response to a concerning trend of corporations redomesticating to other states. The law took effect immediately upon the governor's signature and represents Delaware's proactive effort to maintain its position as the premier state for corporate domicile by providing greater statutory clarity in areas previously defined primarily through case law. Section 144: Comprehensive safe harbor framework Defining the 'controlling stockholder' The amendments provide a statutory definition of a 'controlling stockholder' as one who: Owns or controls a majority of voting stock entitled to vote in director elections Can appoint directors with majority voting power, or Has equivalent control by holding at least 33.33% of the corporation's voting stock and managerial authority over the corporation Three distinct safe harbor paths The amendments establish differentiated approval requirements for interested transactions based on the specific conflict scenario: 1. Majority interested board safe harbor For transactions involving a majority interested board, the amendments provide a safe harbor from both equitable relief and damages liability through either: Approval by an independent committee comprising at least two disinterested directors, or Approval or ratification by a majority of the votes cast by disinterested stockholders Notably, the director safe harbor no longer requires conditioning approval before the start of substantive economic negotiations, though the board must determine all committee members are disinterested. For stockholder approval, the 'votes cast' standard replaces the previous 'outstanding' shares standard. 2. Conflicted controller/non-go-private transactions For transactions where a controlling stockholder has a conflict but is not taking the company private: Safe harbor is available through either: Approval by an independent committee comprising at least two disinterested directors, or Approval or ratification by a majority of the votes cast by disinterested stockholders This effectively overrules prior case law requiring both protections for such transactions. 3. Conflicted controller / go-private safe harbor For transactions where a controlling stockholder is taking the company private: Safe harbor requires both: This codifies the dual-protection framework from Kahn v. M&F Worldwide Corp. (MFW) while eliminating the 'ab initio' requirement that these protections be implemented before the start of substantive economic negotiations. Enhanced protection for public company directors The amendments create a strong presumption that directors of public companies are disinterested and independent if they meet stock exchange independence definitions. This presumption: Does not apply if the director is a party to the transaction Can only be rebutted by 'substantial and particularized facts' The amendments also limit controller liability to breaches of loyalty or improper benefits, shielding controlling stockholders from damages for breaches of the duty of care in their capacity as controllers. Section 220: Refining stockholder inspection rights Statutory definition of 'books and records' The amendments provide a statutory definition of 'books and records' to establish clearer boundaries for stockholder inspection rights, including: Enhanced requirements for inspection SB 21 also institutes more structured requirements for books and records inspections: Demands must be conducted in good faith Proper purpose must be described with reasonable particularity Requested records must be specifically related to the stockholder's proper purpose Additionally, the amendments codify that corporations can impose reasonable confidentiality restrictions, limiting the use and distribution of inspected records and redacting irrelevant information. Limited expansion provision Unlike the original bill, the enacted amendments permit the inspection of materials beyond those covered by the 'books and records' definition if a stockholder: Makes a showing of a compelling need for inspection to further a proper purpose, and Demonstrates by clear and convincing evidence that such specific records are necessary and essential to further such purpose This balanced approach is designed to preserve meaningful inspection rights while providing companies with greater certainty about the scope of potential demands. Practical implications For corporate governance: Strategic flexibility in transaction planning: The amendments provide multiple pathways to cleanse conflicted transactions based on the nature of the conflict, enhancing flexibility in transaction structuring. Greater certainty for boards: The presumption of independence for public company directors who meet exchange requirements reduces litigation risk in board decision-making. Protection for controllers: Limiting controller liability to breaches of loyalty or improper benefits shields controlling stockholders from damages for breaches of the duty of care. Streamlined approval processes: Removal of the 'ab initio' requirement and other timing constraints allows more practical implementation of protective measures. For transaction planning: Clearer standards: The 33.33% threshold for controlling stockholder status provides a bright-line rule. Tailored approval paths: Different cleansing options based on transaction type allow more efficient governance approaches. Special committee requirements: Committees must include at least two directors determined to be disinterested and fulfill their duty of care. Modified stockholder approval standard: The shift to a 'votes cast' standard from 'outstanding shares' may make stockholder approval more attainable. For stockholder rights: More defined inspection scope: The statutory definition of 'books and records' provides both corporations and stockholders with greater clarity. Balanced protection: While defining limits to inspection rights, the amendments preserve access to additional records when stockholders can demonstrate compelling need. expand To learn more about King & Spalding's global M&A practice, please visit With nearly 140 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 1,300 lawyers in 24 offices in the United States, Europe, the Middle East and Asia. Rob Leclerc works with publicly traded and private companies as well as private equity firms to execute mergers and acquisitions, strategic investments, joint ventures and other complex transactions. Leclerc is a partner in our Mergers and Acquisitions and Corporate Governance practices. Zack Davis specializes in representing issuers and underwriters in a variety of capital markets activities in the U.S. and abroad. He also advises a number of public companies in connection with governance issues, SEC reporting and disclosure requirements and other corporate and securities matters.
Yahoo
4 days ago
- Business
- Yahoo
This new law bans Red No. 40 from sale, distribution in Delaware schools. What to know
Delaware is the latest state to ban Red No. 40 in schools. Here's how the new law came about. Senate Bill 69 was introduced on March 11 by Sen. Eric Buckson, R-South Dover, and aims to protect students in the First State from the potential health risks associated with Food, Drug and Cosmetic Red No. 40, a synthetic food dye made from petroleum. It contains benzene, a cancer-causing substance. SB 69 prohibits the sale or distribution of foods and beverages containing Red No. 40 during the school day in Delaware school districts and charter schools. This includes items sold in vending machines on campus or served a la carte. Recent concerns over the impact of synthetic food dyes on children's health, including potential links to behavioral issues and hyperactivity, were cited as reasons for the proposed ban. SB 69 was signed into law by Gov. Matt Meyer on May 22, with the restrictions on Red No. 40 to take effect by July 1, 2026, allowing schools and education officials time to prepare for the transition. This makes Delaware only the second state, behind California, to ban Red No. 40 in schools. At least six other states have introduced similar legislation. Senate Bill 41 is a similar bill in Delaware that aims to ban Red No. 3 statewide, another synthetic food dye. This bill has yet to be decided on. More on proposed Red No. 3 ban: Along with the FDA ban, Delaware legislators seek to ban use of Red No. 3 in the state Red No. 40 is widely used and found in a variety of foods, cosmetics and pharmaceuticals, according to Healthline, including: Flavored milk Yogurt Pudding Ice cream Popsicles Cakes and other pastries Candy Gum Breakfast cereals and bars Fruit snacks Gelatin Chips Powdered drink mixes, including some protein powders Soda Sports drinks Energy drinks More legislation news: Medical aid in dying becomes law, Inspector General bill passes Senate: The Press Room If Red No. 40 is in a product, it will be listed on the label as: Red 40 Red 40 Lake FD&C Red No. 40 FD&C Red No. 40 Aluminum Lake Allura Red AC CI Food Red 17 INS No. 129 E129 Sidewalk parking violations: Wilmington officials address complaints about vehicles parked on sidewalk Got a tip or a story idea? Contact Krys'tal Griffin atkgriffin@ This article originally appeared on Delaware News Journal: Red No. 40 banned in Delaware schools, second US state to do so
Yahoo
29-05-2025
- General
- Yahoo
Justice Department takes on small Idaho town in religious freedom battle over church permit
The Justice Department accused a small city in northern Idaho of religious discrimination after it denied a zoning permit to a local evangelical church seeking to hold worship services. The DOJ announced on May 20 it had filed a lawsuit alleging the city of Troy, Idaho, violated the Religious Land Use and Institutionalized Persons Act (RLUIPA) after it denied a conditional use permit to Christ Church to hold services in its downtown C-1 zoning district, where nonreligious assembly uses such as clubs, museums, auditoriums, and art galleries were allowed. The RLUIPA is federal legislation passed in 2000 that's intended to "protect individuals, houses of worship, and other religious institutions from discrimination in zoning and landmarking laws," the DOJ states. According to the lawsuit, Christ Church, a small but quickly growing evangelical church based in Moscow, Idaho, sought to accommodate its growth in September 2022 by establishing another church campus in the neighboring town of Troy. Seattle Mayor Blames Christian Rally For Inspiring Violent 'Anarchists' Who 'Infiltrated' Counter-protest The conservative, evangelical church faced opposition from some in the Moscow community over the years because of its beliefs and influence in the liberal college town, with some residents boycotting businesses tied to the church, according to the Spokesman-Review. Read On The Fox News App The church made national headlines in September 2020 after a few of its members were arrested for not wearing masks at an outside worship service protesting the city's mask mandate during the height of the COVID-19 pandemic. Senior Pastor Douglas Wilson faced criticism for his provocative writings and allegations he wants to make America a "Christian theocracy," according to a recent article from Politico. Christ Church allegedly reached out to various locations in Troy to rent on weekends for services, without success. In November 2022, Matt Meyer, an elder at the church and Troy resident, purchased a vacant, former bank in the city's downtown business district with the intention of converting part of the property into a space to be used by the church for worship services and church meetings, while the other part of the property would be rented out as an event space for the community. Religious Freedom Battle Erupts As New Jersey Town Attempts To Turn Church Property Into Pickleball Courts Meyer applied for a conditional use permit and told the city he failed to find another suitable space to hold services in Troy. In his application, he said there would be little impact on the surrounding businesses and his purchase of the vacant building would bring in property tax revenue for the city. After holding a public hearing on the matter where locals expressed strong opposition to the permit request, the Troy City Council rejected the church's application in March of that year. According to the DOJ, the city council denied the permit on the basis that the church "did not enhance the commercial district." Furthermore, the city council argued the majority of locals were against granting the church a permit in this zone and the decision would burden residents and businesses by creating traffic and parking issues in the city, whose population is fewer than 1,000 people. In their lawsuit filed on Christ Church's behalf, the DOJ questioned how the city justified the denial on the basis of several of its arguments. Tech Company Reverses Policy After Christian Group Sues For Religious Discrimination The lawsuit questioned why the city told Meyer he could use the building for other community events, which had no retail purpose, and these would be considered to "enhance the commercial district" and be allowed under the city's zoning law. They claimed the city did not conduct a traffic study, or offer conditions that could be imposed on the church to ameliorate the traffic and parking concerns. Many of the public comments at the public hearing demonstrated "animus and discrimination against Christ Church, its members, and their religious beliefs," the lawsuit also claimed. The DOJ lawsuit accuses the city of Troy of violating RLUIPA by not treating Christ Church on "equal treatment" with nonreligious assemblies through its zoning code, by imposing a "substantial burden" on the church's religious exercise and by discriminating against Christ Church on the "basis of religion." City of Troy attorney Todd Richardson rejected the DOJ's discrimination allegations in an interview with Fox News Digital. He said they've allowed Christ Church to hold services in the building for the past two years, while the investigation has been ongoing, and they have cooperated fully with federal investigators. Trump Announces Executive Order Creating Task Force To 'Eradicate Anti-christian Bias' The city attorney accused the Justice Department of using "bullying tactics" to try to force their hand. The case isn't about religion, he said, but about the city preserving the two-block downtown area as a commercial district and resisting the influx of as many as 15% of its population gathering at one location and putting a "strain on the city's limited resources." "We have no complaints about Christ Church being in town. We have concerns about overwhelming that zone," he said. Matt Meyer, the elder at Christ Church who filed a complaint with the DOJ over the dispute, told Fox News Digital that the church would be happy to work with the city to accommodate any of its concerns, such as parking restrictions, but city leaders "have never asked us for any sort of conditions" to do so. He found the city's allegations about parking and impacting businesses unfounded, saying many of the buildings in this downtown area are vacant, and the town is "largely empty" on Sunday mornings. Meyer attended the public hearing where many residents spoke out against the church permit being granted. He referred to the hostile comments made by some in the community toward the church, as mentioned in the DOJ lawsuit, to argue they likely played a role in the city council's decision. "It seems logical that elected officials could be influenced by a vocal group of residents even if that group is a minority, but I can't read the mind of the city council," he said. In April 2025, Troy passed an interim zoning ordinance that changed many of the previously permitted uses in the business district to "not permitted," including auditoriums, community centers, civic and fraternal organizations, parks, playgrounds, schools, museums, libraries, and movie theaters, and prohibits churches as a conditional use, according to the lawsuit. In its press release, Assistant Attorney General Harmeet K. Dhillon of the Justice Department's Civil Rights Division said, "RLUIPA unequivocally forbids local governments from deciding zoning matters based on their dislike of certain religious groups. The Department of Justice will not hesitate to file suit against jurisdictions that discriminate in land use matters on the basis of the applicants' religious beliefs." Christ Church pastor Douglas Wilson told Fox News Digital that public backlash to his opinions shouldn't be a factor in how city leaders treat his church. "The content of things that I say should have nothing to do with whether a church is allowed to meet. You don't approve a religious assembly based upon your disagreement with certain views expressed." The Justice Department told Fox News Digital it did not have further comment on the article source: Justice Department takes on small Idaho town in religious freedom battle over church permit
Yahoo
21-05-2025
- Health
- Yahoo
Delaware's assisted suicide bill signed into law, making it the 11th state with such a statute
Delaware Gov. Matt Meyer, a Democrat, signed a bill Tuesday legalizing physician-assisted suicide for certain terminally ill patients, arguing that the measure is about "compassion, dignity, and respect for personal choice." The End-of-Life Options Act, which takes effect next year, allows mentally capable adults who have been diagnosed with a terminal illness and given six months or less to live to request a prescription to self-administer and end their lives. "We're acknowledging today that even in the last moments of life, compassion matters," Meyer said at the bill signing. "Every Delawarean should have the right to face their final chapter with peace, dignity and control." New York Assembly Passes Bill To Legalize Assisted Suicide For The Terminally Ill "This signing today is about relieving suffering and giving families the comfort of knowing that their loved one was able to pass on their own terms, without unnecessary pain, and surrounded by the people they love most," he continued. Delaware is now the 11th state to allow medical aid in dying, joining California, Colorado, Hawaii, Maine, Montana, New Jersey, New Mexico, Oregon, Vermont and Washington. Washington, D.C., also permits physician-assisted suicide. Read On The Fox News App "Today, Delaware joins a growing number of states in recognizing that end-of-life decisions belong to patients—not politicians," Meyer said. "This law is about compassion, dignity, and respect. It gives people facing unimaginable suffering the ability to choose peace and comfort, surrounded by those they love. After years of debate, I am proud to sign HB 140 into law." Several other countries, including Canada, Germany, Switzerland and the Netherlands, have also legalized so-called death with dignity. The Delaware Legislature narrowly rejected the measure last year, but Meyer pushed for it this session and it passed last month. The governor's signature now ends nearly a decade of debate on the issue. Under the new law, sponsored by Democrat state Rep. Eric Morrison, patients considering assisted suicide in the state must be presented with other options for end-of-life care, including comfort care, palliative care, hospice and pain control. The bill requires two waiting periods and a second medical opinion on a patient's prognoses before they can obtain a prescription for lethal medication. Minnesota Lawmakers Propose Controversial Medically-assisted Suicide Bill State Senate Majority Leader Bryan Townsend, a Democrat, said the law "is about honoring the autonomy and humanity of those facing unimaginable suffering from terminal illness." "This legislation exists due to the courage of patients, family members, and advocates who have shared deeply personal stories of love, loss and suffering," he said in a article source: Delaware's assisted suicide bill signed into law, making it the 11th state with such a statute
New York Post
21-05-2025
- Health
- New York Post
Delaware's assisted suicide bill signed into law, making it the 11th state with such a statute
Advertisement Delaware Gov. Matt Meyer, a Democrat, signed a bill Tuesday legalizing physician-assisted suicide for certain terminally ill patients, arguing that the measure is about 'compassion, dignity, and respect for personal choice.' The End-of-Life Options Act, which takes effect next year, allows mentally capable adults who have been diagnosed with a terminal illness and given six months or less to live to request a prescription to self-administer and end their lives. 'We're acknowledging today that even in the last moments of life, compassion matters,' Meyer said at the bill signing. 'Every Delawarean should have the right to face their final chapter with peace, dignity and control.' 'This signing today is about relieving suffering and giving families the comfort of knowing that their loved one was able to pass on their own terms, without unnecessary pain, and surrounded by the people they love most,' he continued. Advertisement 3 Governor Matt Meyer signed a bill Tuesday legalizing physician-assisted suicide for certain terminally ill patients, arguing that the measure is about 'compassion, dignity, and respect for personal choice.' Matt Meyer / Facebook Delaware is now the 11th state to allow medical aid in dying, joining California, Colorado, Hawaii, Maine, Montana, New Jersey, New Mexico, Oregon, Vermont and Washington. Washington, D.C., also permits physician-assisted suicide. 'Today, Delaware joins a growing number of states in recognizing that end-of-life decisions belong to patients, not politicians,' Meyer said. 'This law is about compassion, dignity, and respect. It gives people facing unimaginable suffering the ability to choose peace and comfort, surrounded by those they love. After years of debate, I am proud to sign HB 140 into law.' Advertisement 3 The End-of-Life Options Act, which takes effect next year, allows mentally capable adults who have been diagnosed with a terminal illness and given six months or less to live to request a prescription to self-administer and end their lives. Matt Meyer / Facebook Several other countries, including Canada, Germany, Switzerland and the Netherlands, have also legalized so-called death with dignity. The Delaware Legislature narrowly rejected the measure last year, but Meyer pushed for it this session and it passed last month. The governor's signature now ends nearly a decade of debate on the issue. Advertisement 3 Delaware is now the 11th state to allow medical aid in dying. Matt Meyer / Facebook Under the new law, sponsored by Democrat state Rep. Eric Morrison, patients considering assisted suicide in the state must be presented with other options for end-of-life care, including comfort care, palliative care, hospice and pain control. The bill requires two waiting periods and a second medical opinion on a patient's prognoses before they can obtain a prescription for lethal medication. State Senate Majority Leader Bryan Townsend, a Democrat, said the law 'is about honoring the autonomy and humanity of those facing unimaginable suffering from terminal illness.' 'This legislation exists due to the courage of patients, family members, and advocates who have shared deeply personal stories of love, loss and suffering,' he said in a statement.
