HB 371 Summary

• Amends Delaware General Corporation Law to provide Court of Chancery non-exclusive jurisdiction over certain corporate instruments involving stock sales or asset sales by Delaware corporations.

• Modifies board committee and subcommittee requirements by establishing default quorum standards (minimum 1/3 of directors on committee) and clarifying that references to committees include subcommittees.

• Streamlines Section 251(h) short-form merger procedures by clarifying applicability to corporations with listed shares, permitting minimum tender conditions, including affiliate-held and rollover shares in calculation thresholds, and defining methods for share receipt.

• Limits appraisal rights for shareholders of publicly traded companies in certain mergers unless the total shares sought exceed 1% of outstanding shares, the value exceeds $1 million, or the merger is a short-form merger under Section 253 or 267.

• Clarifies certificate of incorporation restoration procedures for corporations that have expired by their own limitation, and distinguishes revival (for forfeited/void certificates) from restoration (for expired certificates), with new franchise tax filing and payment requirements for both processes.