WARNING: NOT UPDATED SINCE 2021!
About this site
This site provides a more accessible version of the Delaware General Corporation Law (DGCL), and a guide to the Federal Proxy Rules.
Simplified DGCL
The simplified DGCL is a re-write of the DGCL. It rearranges text and eliminates redundancies. As a result, it is less than half as long as the original, and hopefully much easier to read. In addition, it facilitates reading by breaking long paragraphs, inserting paragraph or subsection titles, and highlighting key terms.
The extent of the re-write differs from section to section, depending on the opportunities presented by the original statute. Sections 203 and 251 are among the more radically altered sections.
The re-write attempts to “make things as simple as possible, but not simpler.” Its aspiration is to simplify the text without alteration. It even attempts to preserve ambiguity. Whether this is even possible is of course controversial.
The proof of the pudding is in the eating. I challenge you to find mistakes in my simplified version (as judged by the high standard announced above), and notify me when you do.
The simplified DGCL is almost complete through section 262, and additionally contains section 271 (sale of assets) and 275 (dissolution) as well as subchapter XV (Public Benefit Corporations).
Guide to the Federal Proxy Rules
The guide to the Federal Proxy Rules takes more liberty with the text than the simplified DGCL. It is also limited to the more important parts of the proxy rules, which one is likely to encounter in a law school course. It comprises rules 14a-1 through 14a-10. It merely summarizes or even omits some less important sections (marked by text in square brackets and ellipses, respectively).
On the proper use of this site
You should use the materials on this site only as a learning aid. Ultimately, you must consult the official version of the text. The goal of this site is to make that consultation easier, and to demonstrate why it will be worthwhile.
About me
I am a law professor at Harvard Law School, where I teach corporations and corporate finance. Over the years, I compiled these materials for my students. They reported that they found them helpful. I hope you will too.