On June 19, Delaware Gov. John Carney signed into law bills amending the Delaware General Corporation Law (DGCL), the Delaware Limited Liability Company Act (the DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA and, together with the DGCL, the DLLCA and DRULPA, the acts). The most significant changes affected by this year’s amendments provide safe harbors for electronic documentation of certain acts and transactions and electronic signature of documents, and permit electronic delivery of stockholder notices, including appraisal notices. The amendments will become effective Aug. 1.

Electronic Transactions and Signatures

The amendments to the acts establish nonexclusive, safe harbor methods to reduce certain acts and transactions to a written or electronic document and to execute and deliver a document electronically. The amendments permit a wide variety of acts and transactions that are “contemplated or governed by” the acts to be documented and executed electronically, including merger agreements, stockholders agreements, proxies and LLC or partnership agreements. Under the amendments, an electronic document is deemed functionally equivalent to a written document.

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