On Demand

Essentials

Delaware Corporate Law Essentials

1h 1m

Created on April 19, 2018

Beginner

CC

4.9

(1089 reviews)

Overview

Do you want to form a Delaware corporation? Do you represent a Delaware corporation and/or its directors and officers? This program, presented by attorney Rebecca Grapsas of Sidley Austin LLP, will cover the basics of what you need to know, including organizational documents, fundamentals of corporate governance, fiduciary duty, the business judgment rule, how to fix mistakes, recent changes to Delaware corporate law, and much more.


Learning Objectives:

  1. Gain an overview of the basic requirements necessary to form a Delaware corporation
  2. Discuss the fundamentals of corporate governance, including fiduciary duties and the business judgment rule
  3. Explore recent changes to Delaware corporate law
Topics covered in this course:

Faculty

Rebecca Grapsas

Rebecca Grapsas

Partner; Environmental, Social and Governance (ESG) specialist | Weil, Gotshal & Manges LLP

Rebecca Grapsas is a Partner and an Environmental, Social and Governance (ESG) specialist in Weil’s Public Company Advisory Group and the Sustainability and ESG Advisory Group. Rebecca’s practice is highly focused on advising public and private companies on ESG issues and related disclosure. She works with boards and senior management teams on strategic matters relating to ESG, regulatory and voluntary framework developments, and evolving shareholder and rating agency viewpoints. She has significant experience advising on ESG disclosures and related benchmarking on topics such as emissions and climate strategy, cybersecurity, diversity, equity and inclusion, human rights, product and workplace safety, and governance matters. She also advises on ESG-related due diligence in the context of third-party screening and significant transactions, and responsible investing.

Rebecca regularly advises on global compliance program design, implementation, review and oversight, including the interplay between corporate compliance and ESG-related risks and opportunities. Her fit-for-purpose and risk-based approach to corporate compliance is informed by her experience developing and implementing a global compliance program during a six-month secondment at a major diversified multinational in the Middle East.

Rebecca has extensive expertise in advising on highly sensitive and unusual matters for public and private companies, and not-for-profit corporations (including universities, sports governing bodies, trade groups and charitable organizations). These include special committee investigations and other matters relating to ESG issues such as bribery, CEO activism, climate transition, conflicts of interest, corporate culture, cybersecurity, product safety and quality control, racial discrimination, sexual assault, and whistleblower protection.

Rebecca counsels U.S. public companies (including U.S. filers incorporated outside the U.S.) and foreign private issuers, private equity firms, portfolio and private companies, state-owned enterprises, professional services firms, institutional investors, financial market utilities and not-for-profit corporations, operating in a wide range of industries, at all stages of their life cycle, with respect to the full range of complex corporate governance, securities regulation and compliance issues and related disclosure, including board and committee fiduciary duties and protections, ESG and risk oversight, board leadership, composition and structure, board effectiveness, corporate culture, director independence, director elections, corporate governance policies and procedures, board evaluations, related party transactions, conflicts of interest and corporate opportunities, crisis preparedness and management, CEO transitions, executive and director compensation, shareholder engagement and activism, proxy advisory firm policies, takeover defenses, and compliance with applicable corporate laws, regulations and listing rules. She has extensive experience in a broad range of cross-border mergers and acquisitions and securities transactions, particularly multi-jurisdictional transactions requiring harmonization of U.S. and non-U.S. regimes, including those requiring innovative SEC relief.

Rebecca is a frequent speaker and writer on ESG topics, including at events in the U.S., Europe and Asia sponsored by the American Bar Association, the Practising Law Institute, The Conference Board and the U.S. State Department. She serves as Co-Chair of the International Developments in Corporate Governance Subcommittee of the American Bar Association and has lectured at the Yale School of Management and at Deakin University in Melbourne, Australia.

Rebecca is dual-qualified in New York and Australia. She has practiced corporate law since 2001.


Reviews

4.9

(1089 reviews)

Recent Reviews

Solid information, good back up materials.

Leon Felipe B.Jan 26, 2024

This course was dense with information! Excellent and very informative.

Veda C.May 20, 2023

Great refresher on key Delaware corporate governance provisions.

Mark J. K.Feb 21, 2023

Appreciate the recent landmarks and thorough coverage of the primary issues

Meredith F.Jan 24, 2023

I don't do corporate law directly but have a few clients incorporated in DE so this was a helpful building block.

Shirley W.Jan 5, 2023

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