DE HB127

Creates new §204 establishing a safe harbor procedure for ratifying defective corporate acts and putative stock that would otherwise be void due to "failure of authorization," requiring board adoption of a resolution and stockholder approval in specified circumstances, with a 120-day statute of limitations for challenging ratifications.

Creates new §205 conferring exclusive jurisdiction on the Court of Chancery to determine validity of defective corporate acts, ratifications under §204, and putative stock, and to modify or waive procedures set forth in §204.

Amends §251 to permit mergers without stockholder vote if a tender or exchange offer by a third-party acquiror achieves the required ownership threshold and other statutory conditions are met (§251(h)).

Clarifies in §152 that boards may determine stock issuance consideration by approving a formula by which the amount is determined.

Amends §312(b) and §502(a) to restrict incorporators' authority and prevent "shelf corporation" registration by prohibiting incorporators from signing annual reports after the initial report and prohibiting annual reports from listing no directors except in initial or dissolution filings.