The Delaware General Corporation Law, Simplified

Holger Spamann is Professor of Law at Harvard Law School. This post is part of the Delaware law series; links to other posts in the series are available here.

This post introduces a new resource for parsing the Delaware General Corporation Law (DGCL): the simplified DGCL, freely available at http://simplifiedcodes.com.

The simplified DGCL is a re-write of the DGCL. It rearranges text and eliminates redundancies. As a result, it is less than half as long as the original, and hopefully much easier to read. In addition, it facilitates reading by breaking long paragraphs, inserting paragraph or subsection titles, and highlighting key terms.

The simplified DGCL was initially conceived for my students, who overwhelmingly report that they find it useful. Several practitioners, however, have also commented that the simplified version facilitates their work with the DGCL.

The re-write attempts to “make things as simple as possible, but not simpler.” Its aspiration is to simplify the text without alteration. It even attempts to preserve ambiguity. The implementation will doubtless fall short of this goal, and readers are encouraged to bring inaccuracies to my attention. In any event, the re-write should only be used as a guide to, and not in lieu of, the full DGCL.

The extent of the re-write differs from section to section, depending on the opportunities presented by the original statute. Sections 203 and 251 are among the more radically altered sections.

The simplified DGCL is complete through section 262. More sections will follow in the future.

The simplified DGCL is available at http://simplifiedcodes.com.

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