Key 2021 Amendments to Delaware Business Entity Statutes | Gray Reed

This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform Limited Partnership Act (“DRULPA,” and, together with the LLC Act and GP Act, the “Alternative Entity Acts”) that became effective on August 1, 2021.

Voting Rights of Stock Held By Non-Corporate Entity

Section 160(c) of the DGCL was amended by Senate Bill 113 to clarify that shares of a corporation’s capital stock are not entitled to vote or be counted for quorum purposes if such shares are held by (a) the corporation, (b) another corporation, if the corporation directly or indirectly holds a majority of the shares entitled to vote in the election of directors of such other corporation or (c) any other entity if a majority of the voting power of such other entity is held, directly or indirectly, by the…

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