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Matt is the chair of the Corporate Practice and is a member of the firm's Management Team and Policy Committee. His practice is focused on representing private equity funds, growth equity funds, and their portfolio companies in their major transactions including mergers, acquisitions, and sales. He also represents buyers and sellers in transactions involving both publicly traded and privately held businesses, subsidiaries and divisions of public companies, and has experience in roll-up, and corporate carve-out and distressed transactions.

A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were made to these DGCL requirements.

Under §§ 157(c) and 152(b) of the DGCL, a board must establish the delegation through

In a closely watched case, the Delaware Court of Chancery recently held in a bench ruling in Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Fox Corporation that Fox Corporation’s (Fox) nonvoting stock was not entitled to a class vote under Section 242(b)(2) of the Delaware General Corporation Law (DGCL) in connection with Fox’s proposed amendment to its charter that would insulate Fox officers from monetary liability in certain situations for breaches of the fiduciary duty of care. DGCL Section 242(b)(2) provides the holders of the outstanding shares of a class with a vote upon a proposed charter amendment, whether or not entitled to vote thereon by the charter, if the amendment would, among other things, “alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.”