Loading chat...

DE SB75

Bill

Status

Passed

6/24/2015

Primary Sponsor

Bryan Townsend

Click for details

Origin

Senate

148th General Assembly

AI Summary

  • Allows corporations to require through bylaws or certificates of incorporation that internal corporate claims (fiduciary duty violations, Delaware corporate law disputes) be brought exclusively in Delaware courts, while prohibiting provisions that would bar access to Delaware courts

  • Prohibits stock corporations from including fee-shifting provisions in certificates of incorporation or bylaws that would make stockholders liable for attorneys' fees in internal corporate claims litigation

  • Streamlines stock issuance procedures by allowing boards to authorize shares in multiple transactions with minimum pricing formulas tied to external factors like market prices, enabling "at the market" stock offering programs

  • Clarifies and simplifies procedures under Section 204 for ratifying defective corporate acts, including allowing multiple defective acts to be ratified in single resolutions and permitting public companies to provide required notices through SEC filings

  • Reduces the stockholder approval threshold for converting to or from a public benefit corporation from 90% to two-thirds of outstanding stock entitled to vote, and removes the requirement that public benefit corporations include "P.B.C." or similar designation in their names

Legislative Description

An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.

Last Action

Signed by Governor

6/24/2015

Committee Referrals

Judiciary5/13/2015
Judiciary4/29/2015

Full Bill Text

No bill text available