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    delaware merger statute Under Section 251(c) of the Delaware General Corporation Law (the “DGCL”), a merger agreement “shall be submitted to the stockholders of each constituent corporation at an annual or special meeting for the purpose of acting on the agreement. Moreover, while parties often seek to contractually adjust these deadlines by agreeing to a specified survival period after which post-closing indemnification claims based on Aug 30, 2017 · Controlling shareholders have two main methods of obtaining additional shares: (i) a traditional long-form merger transaction negotiated with the controlled board that recommends the merger to its shareholders, who then vote on the merger, or (ii) a tender offer made directly to the minority shareholders, followed by a statutory short-form A merger agreement for a forward merger of two Delaware corporations or a Delaware corporation and a corporation of another state. A merger agreement for a forward merger of two Delaware corporations or a Delaware corporation and a corporation of another state. CODE. 251(h) merger, must set forth the number of shares not tendered for exchange or purchase. [2] This may not be true in other jurisdictions. The News Journal. GENERAL CORPORATION LAW Subchapter IX Merger, Consolidation or Conversion § 252. Sale of Assets, Dissolution and Winding Up (a) When investing, reinvesting, purchasing, acquiring, exchanging, retaining, selling and managing property for the benefit of another, a fiduciary shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use to attain the purposes of the account. This is a simple, non- negotiated statutory merger agreement (formally referred to as an agreement and plan 24 Sep 2018 Effective August 1, 2018, the Delaware Limited Liability Company Act was amended to include a new section that allows a domestic Delaware LLC to divide itself into two or more domestic LLCs and to allocate the assets and&n If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent and set forth in the certificate of DELAWARE GENERAL CORPORATION LAW (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger,  Posted in Case Law Developments, Delaware Law, Merger Litigation. 4However, many courts have found that the effect of a merger is to cause an assignment of the target’s leases and other contracts. com 1. Rather, the lessee’s interest “vests” in the surviving entity by operation of the merger statute. shall cease” and that property “belonging to each [constituent corporation] shall be vested in the corporation resulting from or surviving” the merger. May 22, 2019) (“Shareholder  20 Jul 2016 Delaware LLCs were the conduit through which $1 billion was allegedly embezzled from the government of Malaysia, officials said. The Bottom Line: The adoption of a divisive merger statute in Delaware, already the most popular jurisdiction for legal entity formation, will provide LLC members additional flexibility in managing and disposing of the May 01, 2017 · To isolate variation in approval thresholds, we use the 2013 enactment of Delaware General Corporation Law § 251(h), which reduced the shareholder support threshold to close out a two-step tender offer from 90 percent to 50 percent, but only for acquisitions of a target firm incorporated in Delaware. A. com Delaware Law allows for the conversion of one entity type to another entity type. 3. 2018- 0517-KSJM, 2019 WL 2207452 (Del. 9 Aug 2007 General. 262, in the case of a Sec. 1 As more than half of U. Given the speed and Mar 18, 2016 · The Merger therefore gave rise to appraisal rights. edu Jan 02, 2014 · Statute of Limitations—In Delaware, the statute of limitations, or deadline, to bring breach of contract claims is three years while in New York it is six years. Funds organized in the  13 Nov 2018 Within 120 days of the effective date of the merger or consolidation, either the surviving corporation or any shareholder that has properly  27 May 2019 A recent Delaware Court of Chancery opinion began by describing the complaint as reading like a law school exam designed to test the  and consolidation statutes to squeeze out minority shareholders provided that Section 251 of the Delaware General Corporation Law governs the merger or  18 Aug 2016 Amendments to the Delaware General Corporation Law · Appraisal Proceedings Provision – Section 262 · Short-Form Merger Provision – Section  18 Dec 2013 Private equity buyers will welcome new amendments to the Delaware General Corporation Law (DGCL), which became effective August 1,  Delaware Certificate of Merger. Ltd. a Delaware corporation — a statutory merger, whereby a vote of the target stockholders was required to approve the transaction (i. References to “agreement of merger” in § 251 (d), (e) shall mean for purposes of this subsection the resolution of merger adopted by the parent’s board. Co. • Stockholders not party to merger agreement. 22 Jun 2018 Delaware Legislature passes bill to kill right-to-work in Sussex County. A Delaware certificate of merger, also known as the articles of merger, is a document detailing the combination of two or more business entities into one business entity. edu The procedure for an emergency merger in accordance with this section with a resulting Delaware national bank, Delaware state bank, out-of-state national bank or out-of-state state bank shall be the same as provided in §§ 795C, 795D, 795E and 795F of this subchapter, respectively. 8980-VCG (Del. Ct. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company · Search Delaware A merger agreement for a forward merger of two Delaware corporations or a Delaware corporation and a corporation of another state. Nov. 3 Effects of the Merger. (a) When any merger or consolidation shall have become effective under this chapter, for all purposes of the laws of this State the separate existence of all the constituent corporations, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall See full list on h2o. , C. 1. ANN. See full list on shearman. An intermediate-form merger is a special type of merger permitted by Section 251(h) of the Delaware General Corporation Law (DGCL) (DGCL § 251(h)) for Delaware public corporations that allows a bidder in a tender offer to complete the back-end merger without stockholder approval at a lower ownership threshold than a short-form merger confronted the Delaware statute, which then, as now, provi ded that when the merger is effected, “the separate existence of all the constituent corporations . law. S Jan 20, 2015 · In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could alter the way in which companies approach certain merger transactions governed by Delaware law. 17 Aug 2016 Designed to protect stockholders in certain merger and consolidation transactions from receiving inadequate consideration, Section 262 of the  17 Aug 2015 The ABCs just sound better in Delaware. S'holder Litig. Disclaimer: These codes may not be the most recent version. § 262(b). Section 259 provides that: The Delaware Supreme Court recently revived an investor’s derivative challenge to a merger of energy companies, finding he retained standing because he sufficiently pled a direct claim attacking the fairness of the deal itself for undervaluing his claim against the controlling partner of one of the merger mates in Morris v. Delaware is the corporate home to more than half of U. details on who is creating the entity. The merger agreement expressly provides that the merger will be governed by Section 251(h) and will be effected as soon as practicable after consummation of the tender offer. 20 Nov 2013 under Delaware law, following a corporate merger, the attorney-client set forth in the Delaware General Corporation Law (the “DGCL”). Mechanics of a divisive merger A. (a) General. The Amendments will provide a break down on what section of the law was affected and the effective dates of the law changes. Baton Rouge CGSA, Inc. ” Id. If a corporation surviving a merger under this subsection is not a corporation organized under the laws of the State of Delaware, then the terms and conditions of the merger shall obligate such corporation to agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the domestic Delaware law requires every business entity to maintain a registered agent in Delaware. Delaware corporate law provides that a merger requires the approval of a majority of the outstanding stock entitled to vote. 262(e) was amended to provide that the statement required to be sent to dissenting stockholders pursuant to Sec. Hanover California and Hanover Delaware are sometimes referred to herein as the Subject to applicable law, the Merger shall become effective when the  While other states were first in passing Divisive Merger statutes, this article focuses mainly on the recent changes in Delaware law, as most. General Corporation Law. Section 251 authorizes the consummation of a merger upon the affirmative vote of a simple majority of the shareholders of the acquiring and acquired corporations Nov 30, 2014 · The key takeaway is that in the context of a statutory merger of a Delaware corporation under Section 251 of the Delaware General Corporation Law (“DGCL”), an acquiring company cannot condition payment for shares through the imposition of additional terms upon stockholders—such as indemnification obligations and releases—given that such Aug 07, 2020 · Mergers and Acquisitions Deal Litigation under Delaware Corporation Law is your one-stop resource for all the most up-to-date information available, providing you with: Expert insight and experienced detail of all the practical issues that arise in the litigation of M&A matters under the Delaware laws, including pretrial motions, discovery Dec 31, 2011 · Specifically, under Delaware law and the OPENLANE charter, the adoption of the merger agreement required the written consent of the holders of (1) a majority of the outstanding preferred stock of the company (voting together as a single class on an as converted to common stock basis) and (2) a majority of the outstanding capital stock of the Aug 29, 2013 · •The Delaware Chancery Court looking to the official comment to the Georgia merger statute that provides that a merger is not a conveyance or transfer held that a merger is neither a transfer or assignment and therefore, the anti -assignment provision was not violated and approval was not required. Mar 01, 2013 · The Court concluded that Delaware law, and specifically Section 259 of the Delaware General Corporation Law (the "DGCL"), supported Roche’s position that a reverse triangular merger generally is not an assignment by operation of law or otherwise. Effect of the Divisive Merger: Allocation of assets, properties, " Delaware General Corporation Law contains two merger provisions. S. Corporations § 264. Sec. 10 These changes were pushed through the New Jersey legislature by then-Governor Woodrow Wilson following a Sec. See full list on upcounsel. subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware A recent Delaware Superior Court decision serves as a reminder that, under Delaware law, a merger may well involve an assignment by operation of law — even if the contract itself doesn’t specifically use the term “merger” in the language defining assignments. “DGCL”), the  Conversions Conversions are statutory mechanisms that states provide to companies that allow them to convert into an entity in the state. 9 More than a decade later, New Jersey enacted a series of changes to its corporate law that limited its corporation’s ability to engage in merger activity. Feb 18, 2021 · A Delaware court this week handed a trial defense win to Energy Transfer in a dispute that stemmed from the 2015 mega-merger between ET companies Regency Energy Partners and Energy Transfer Del. 70 Del. See full list on corpgov. Corporation Law - The Effect of Singer and Tantzer, 23 Vill  29 Oct 2018 Effective August 1, 2018, the Delaware Limited Liability Company Act (DLLCA) was amended to include a new divisive merger statute. (Section 252 Pursuant to Section 252(c) of the General Corporation Law of the State of Delaware (the. 2. ; 2016 Delaware Code Title 8 - Corporations CHAPTER 1. A. Evans Jr. Subchapter X. covers directors and officers of a corporation which was absorbed by merger by a . GENERAL CORPORATION LAW Subchapter IX Merger, Consolidation or Conversion § 253. 8, § 251 (1983). 112, § 15. The Merger will become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (the “Effective Time”). Accordingly, Section 251(h) was added to the Delaware merger statute to simplify a process[7] that was for the most part already being streamlined by the use of top-up options. public companies are incorporated in Delaware, the Delaware General Corporation Law (the Agreement and Plan of Merger Involving Delaware Governing Law Provided below are links to Agreement and Plan of Merger s with Delaware governing law clauses. Delaware General Corporation Law (DGCL). § 251. Posted in Boards of Directors, Case Law Developments, Delaware Law, Merger Litigation, Shareholder Activism Much has been written of late about the growing prevalence of books and records demands by stockholders under Section 220 of the Delaware General Corporation Law, and the increased willingness of Delaware courts to expand the boundaries Apollo (Mauritius) Holdings Pvt. , C. No. Certificate of division or merger III. The court distinguished Delaware’s merger statute, which automatically vests the surviving corporation in a merger with title to all property, including real estate, previously held by the disappearing corporation, from New York’s statutory requirements with respect to conveyance of realty by a foreign corporation through a merger. The Merger will have the effects specified in Section 259 of the DGCL. DGCL Section 144: If (1) one corporation’s (“the parent”) ownership in another corporation or corporations (“the subsidiary”) amounts to at least 90% of the outstanding shares of each class of stock entitled to vote on a merger and (2) at least one of these corporations is a Delaware corporation and unless the laws or a foreign corporation prohibit such merger, the parent may merge into or with the in a short-form merger, the Delaware Supreme Court's rationale in Glassman is a retreat in shareholder protection under Delaware law No longer does the majority shareholder bear the burden of entire fairness in a short-form merger. Ch. C. Companies  31 Mar 2005 The plaintiff, a Delaware corporation, sought a judicial declaration that Delaware law governed a stockholder vote on a pending merger  29 Jul 2014 Delaware Formally Adopts Proposed Statutory Amendments Governing Mergers Following the Completion of a Tender Offer. Apr 30, 2013 · As stated by the Delaware Court of Chancery in a much-watched decision on standstill agreements, "directors of the selling corporation are not free to terminate an otherwise binding merger agreement just because they are fiduciaries and circumstances have changed. See full list on shearman. Merger or consolidation of domestic corporations [For application of this section  Upon the filing of a certificate of cancellation (or a judicial decree thereof), a certificate of merger or consolidation or a the conduct of its business or by applicable non-Delaware law, as appropriate, and a limited liability comp 2017 Delaware Code Title 8 - Corporations CHAPTER 1. 251(h) merger, must set forth the number of shares not tendered for exchange or purchase. com (a) Any 2 or more corporations existing under the laws of this State may merge into a single corporation, which may be any 1 of the constituent corporations or may consolidate into a new corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section. Aug 12, 2019 · The New Divisive Merger Provisions under Delaware Law By Brett Melson Monday, August 12, 2019 When a business partnership turns angry or bitter the consequences to the business can be extreme and may even lead to its bankruptcy or termination. Kellar Based on the statute's plain language, the Vice Chancellor ruled notice is not a condition precedent—that is, 21 Apr 2020 The Delaware Court of Chancery (“Chancery Court”) faced this issue in Shareholder Representative Services LLC v. Laws of Delaware In the case of a person being admitted as a partner of a surviving or resulting limited partnership pursuant to a merger or consolidation Laws of Delaware Laws of Delaware Regulations Regulations Merger, Consolidation or Conversion. 154, 98 S. Section 251 is commonly referred to as Delaware's long-form merger statute. The Division works closely with the registered agents that provide incorporating services and we encourage the users of this web page to contact one of the registered agents for additional information. The Delaware Court of Chancery granted Roche's motion for summary judgment, concluding that Section 259 of the Delaware General Corporation Law supported Roche's position that a reverse triangular merger does not result in an assignment by operation of law or otherwise. Franks v. Subchapter IX. By structuring an acquisition of a Delaware corporation as a tender offer followed by a merger, parties are often able close transactions more quickly and at lesser cost than by holding a proxy solicitation and stockholder vote to approve a transaction. · This section of the DGCL requires that a merger agreement include specified details about the deal terms, including compensation to stockholders, but the company failed to comply with this requirement. harvard. The target company is a Delaware corporation whose shares are listed on a national securities exchange or held of record by more than 2,000 holders. 4Through repeated use of the reverse triangular merger, many attorneys have developed a reflex to use that process even in states whose merger statutes afford a more efficient method. v. . Unlike a traditional merger, whereby two or more entities merge to become one entity, a divisive merger involves one entity dividing into multiple entities. , a long-form merger), or a  poration Act of 1896 on which the original Delaware statute was modeled. In 1899, Delaware enacted a general corporation law modeled on New Jersey’s. Here are a list of forms that are available. RSI Holdco, LLC, C. e. " In re Complete Genomics, Inc. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. 262, in the case of a Sec. In June 1987, following the CTS decision, the section studied and sought national comment on a draft control share acquisition statute of the type upheld by the Supreme Court in that case. See full list on upcounsel. A. 262(e) was amended to provide that the statement required to be sent to dissenting stockholders pursuant to Sec. 5 Dec 2011 The court distinguished Delaware's merger statute, which automatically vests the surviving corporation in a merger with title to all property, including real estate, previously held by the disappearing corporation, from In denying the motion to dismiss, the Court indicated a willingness to consider the possibility that a reverse triangular merger could, under Delaware law, constitute an assignment “by operation of law. • Eight members of target board of directors—five directors. [1] The transaction was an amalgamation under Canadian law, which the parties and the Court agreed was the equivalent of a merger under Delaware law. S. ” Practitioners had long believed th 18 Aug 2016 The amendments to Section 262 apply only to transactions consummated pursuant to merger and other transaction agreements entered into (or, in the case of mergers pursuant to Section 253 or 267, respectively, resolutions&nb 15 Jan 2020 “[N]otice issues were addressed by the Delaware Court of Chancery (“Chancery Court”) in Brown v. Faris expects that strategic buyers and private equity buyers will regularly use the new statute in situations in which the structure offers a timing advantage over the long-form merger. S. Cooper terminated the merger agreement in December 2013. By Andrew J. 24 Faced with an Oct 06, 2020 · Under Delaware law, in the context of a merger in which one entity is designated as the “surviving entity” and the other is merged out of existence, such a prohibition on assignment generally applies where the contracting party is the non-surviving entity in the merger. At least, they do to Google co-founders Larry Page and Sergey Brin. , Corporate Law - Freeze Out Mergers under Section 251 of the Delaware General. . Plan of a Divisive Merger: Key terms B. Scott Goss. DuPont-Dow merger approved by shareholders. 8, 2013), the Delaware Court of Chancery rejected Cooper’s claims that Apollo Tyres breached the merger agreement, but cautioned Apollo Tyres against continuing to use the union issues to renegotiate the deal price. Delaware and Texas Divisive Merger statutes: Structuring alternative to M&A spinoffs and carve-outs II. 2674 (1978). The certificate of merger or consolidation shall state: (1) The name, jurisdiction of formation or organization and type of entity of each of the domestic limited liability companies and other business entities which is to merge or consolidate; (b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed. ' In the short-form merger context, use of the Amendments to the Delaware Code – You may view Amendments to the Delaware Code by year. John Carney signed into law amendments to the Delaware Limited Liability Company Act (DLLCA) and the Delaware General Corporation Law (DGCL) (collectively, the Acts), which are intended to keep the Acts current and maintain their national pre-eminence. Between August 1, 2013, when the statute became effective and October 31, 11 public company deals — ranging in size from US$50 million to US$9 billion 2 days ago · Sixth Street sued in Delaware because the state’s law covers the Dyal investment agreement, the fund said. Such rights are typically available only in a merger in whic 14 Dec 2017 Statutory merger under Delaware law. Laws 396, § 1 (1988). Justia Free Databases of US Laws, Codes & Statutes. The Delaware statute is the product of a lengthy study by the Corporation Law Section of the Delaware State Bar Association. When certain corporate transactions, such as a merger and consolidation, deprive the shareholders of their ownership interests in a corporation against their will, the shareholders can use the appraisal statutes to obtain the “fair value” of the shares that have been taken. Oct 29, 2018 · Effective August 1, 2018, the Delaware Limited Liability Company Act (DLLCA) was amended to include a new divisive merger statute. Delaware - 438 U. Apr 23, 2019 · I. To comply with UELMA, authenticated PDFs are now available on this site of the Delaware Code, the Laws of Delaware, the Constitution of Delaware, and the Delaware Administrative Code of Regulations. 22 Jul 2019 This post is part of the Delaware law series; links to other posts in the Due to the high stakes involved in controlling stockholder mergers, the  Henry D. Last week, Gov. This is a simple, non-negotiated statutory merger agreement (formally referred to as an agreement and plan of merger) to be used for a merger of affiliated parties. Aug 14, 2013 · In a line of cases dating back at least to the Delaware Supreme Court’s 1994 decision in Kahn v. The transaction structure was equivalent to a forward triangular merger. Merger, Consolidation or Conversion. See 8 Del. com Recently, the Delaware legislature and governor enacted into law new Section 251 (h) of the Delaware General Corporation Law (DGCL), which could provide significant benefits to acquirers looking to make acquisitions of Delaware public companies in a cost-efficient and timely manner. law. This is a simple, non-negotiated statutory merger agreement (formally referred to as an agreement and plan of merger) to be used for a merger of affiliated parties. Shareholder is paid $12 per share  7 Nov 2014 An overview of the Delaware appraisal process and a number of recent the appraisal statutes to obtain the “fair value” of the shares that have been taken. 22 Aug 2016 2016 Amendments to Delaware General Corporate Law Include Revisions to to complete a long-form merger (Statutory Minimum Condition). Jack Markell signed House Bill . Star Cellular Tel. Laws, c. 253 of the Delaware General Corporation Law, which allows a parent to merge out a 90%-owned subsidiary without any process whatsoever at the subsidiary level. Ch. Aug 02, 2018 · On July 24, 2018, Delaware Gov. Merger of parent corporation and subsidiary or subsidiaries. Governing law provisions (also knows as choice of law or controlling law clauses) in contracts are frequently used by the agreement parties to specify which jurisdiction's laws will be Jun 01, 2000 · Unocal had structured the deal as a short-form merger under Sec. (b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed. Approval of Divisive Merger C. The "Uniform Electronic Legal Material Act" (UELMA) was enacted during the 147th General Assembly, effective October 21, 2014. Lynch Communications, a freezeout executed as a statutory merger was subject to stringent “entire fairness” review, due to the self-dealing nature of the transaction. harvard. tit. § 251(c). The Divisive Merger Amendment was effective August 1, 2018. The certificate of merger or consolidation shall state: (1) The name, jurisdiction of formation or organization and type of entity of each of the domestic limited liability companies and other business entities which is to merge or consolidate; (g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of each of the domestic limited liability companies and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all (a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section. Rule: Where a defendant makes a substantial preliminary showing that a false statement knowingly and intentionally, or with reckless disregard for the truth, was included by an af 18 Aug 2014 Delaware has become the first state in the US to enact a law that ensures families ' rights to access the digital assets of loved ones during incapacitation or after death. Merger or consolidation of domestic and foreign corporations; service of process upon  (b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited liability companies may merge or the conduct of its business or by applicable non-Delaware law, as appropriate, and a limited liability company agree Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly& Delaware Code Title 8. DEL. In a recent decision, the Delaware Court of Chancery found that the board omitted  Delaware Chancery Court Finds Reverse Triangular Merger Under Delaware Law Does Not Effect an Assignment of Rights of the Surviving Corporation, Pratt's   24 Sep 2018 Effective August 1, 2018, the Delaware Limited Liability Company Act was amended to include a new section that allows a domestic Delaware  29 Nov 2018 John Carney signed into law amendments to the Delaware Limited The merger of a registered series must be approved in accordance with  Under Delaware law, a “short-form” merger pursuant to DGCL Section 253 does not require stockholder approval of the second-step merger, but can be used  Section 251(h) of the Delaware General Corporation Law became effective August 1, 2013 and is becoming a staple of mergers and acquisitions practice. Delaware may have more current or accurate information. (b) Certificate of Incorporation and Bylaws. § 251 (d) applies to a short-form merger, and § 251 (e) applies to a short-form merger in which the surviving corporation is a Delaware subsidiary. · Reverse Merger · Asset  do this Majority undergoes a “cash-out merger”2 under Section 253 of the. Because so many corporations around the country are formed in Delaware, attorneys throughout the nation are well-schooled in the limited merger tech- niques afforded by the Delaware statute gov- erning corporations — the Delaware General Corporation Law. public companies and more than LLCs (the “Divisive Merger Amendment”). No. delaware merger statute