Senate Bill 180 Summary

• Allows corporation names to distinguish themselves from registered series of limited liability companies to prevent naming conflicts in Delaware's corporate registry.

• Enables nonstock corporations to use defective corporate act ratification procedures under Sections 204 and 205, allowing them to cure authorization failures.

• Clarifies that defective corporate acts include any act within a corporation's power that is void or voidable due to failure of authorization, including failures to comply with bylaws, certificates of incorporation, or proxy disclosures.

• Applies the "market out" exception to appraisal rights for Section 251(h) intermediate form mergers when target shares are widely held or publicly traded, aligning treatment with traditional long-form mergers.

• Grants the Attorney General exclusive authority to seek charter revocation or forfeiture and clarifies the Court of Chancery's power to appoint trustees to wind up affairs of revoked corporations; updates annual reporting and revival procedures for exempt corporations.