HB 341 Summary

• Amends Delaware General Corporation Law (Title 8) to permit electronic documentation, signatures, and delivery of corporate documents including director consents, stockholder proxies, and written consents, unless expressly restricted by certificate of incorporation or bylaws.

• Clarifies emergency powers available to boards of directors during catastrophic events (including epidemics and pandemics declared as national emergencies), including authority to postpone stockholder meetings and change dividend record/payment dates.

• Reduces stockholder vote requirement from two-thirds to simple majority for amendments converting conventional corporations to public benefit corporations and for mergers converting between conventional and public benefit corporations; eliminates appraisal rights for these conversions.

• Modifies public benefit corporation provisions to clarify that director ownership in the corporation does not create conflicts of interest regarding balancing decisions and that enforcement lawsuits require plaintiffs to own at least 2% of shares (or $2,000,000 value for listed companies).

• Makes technical corrections to registered agent provisions, merger procedures, indemnification rights, and filing fees with the Secretary of State.