The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 01 Jul 2026 11:32:08 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png First Court of Chancery Decision Interpreting New DGCL Amendments Provides Greater Certainty for Boards and M&A – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 First Court of Chancery Decision Interpreting New DGCL Amendments Provides Greater Certainty for Boards and M&A https://corpgov.law.harvard.edu/2026/06/30/first-court-of-chancery-decision-interpreting-new-dgcl-amendments-provides-greater-certainty-for-boards-and-ma/?utm_source=rss&utm_medium=rss&utm_campaign=first-court-of-chancery-decision-interpreting-new-dgcl-amendments-provides-greater-certainty-for-boards-and-ma https://corpgov.law.harvard.edu/2026/06/30/first-court-of-chancery-decision-interpreting-new-dgcl-amendments-provides-greater-certainty-for-boards-and-ma/#respond Tue, 30 Jun 2026 11:30:17 +0000 https://corpgov.law.harvard.edu/?p=182144?d=20260629161849EDT Posted by Rick Horvath, Eric Siegel, and Molly Wang, Dechert LLP, on Tuesday, June 30, 2026
Editor's Note:

Rick Horvath and Eric Siegel are Partners, and Molly Wang is an Associate at Dechert LLP. This post is based on their Dechert memorandum and is part of the Delaware law series; links to other posts in the series are available here.

Key Takeaways

  • In 2025, sweeping amendments to the Delaware General Corporation Law (the “DGCL”) were adopted, including a new Section 144 safe harbor for conflicted transactions and a heightened presumption of director disinterestedness.
  • The Court of Chancery recently applied this presumption of director disinterestedness to a derivative complaint outside of the Section 144 safe harbor, and made clear that bare allegations of director compensation, overlapping board service, business relationships, and minority co-investments in professional sports teams will not suffice to rebut the presumption of director disinterestedness.
  • While addressed in the context of a derivative complaint, the Court’s analysis provides helpful guidance and, if applied in future cases, would remove much of the uncertainty related to conflicted transactions.

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