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Our recent Client Alert discusses a significant decision issued by the Delaware Supreme Court on January 17, 2024, affirming that the Delaware General Corporation Law does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation. The Supreme Court’s decision provides helpful certainty to multi-class companies that are considering adopting officer exculpation. Beyond the charter amendment context, the court’s opinion provides valuable guidance for how Delaware courts approach statutory interpretation and reaffirms the Supreme Court’s commitment to established precedent.

Wilson Sonsini Goodrich & Rosati led the companies’ defense and Wilson Sonsini partner Brad Sorrels argued the appeal on behalf of the companies before the Delaware Supreme Court. The Wilson Sonsini team included partners William B. Chandler III, Brad Sorrels, Mark Yohalem, Amy Simmerman, and Andy Cordo, and associates Daniyal Iqbal, Nora Crawford, Lauren DeBona, and Josh Manning.