DE SB273

Expands officer liability exculpation in certificates of incorporation to permit elimination or limitation of monetary damages for breach of fiduciary duty, except for duty of loyalty violations, intentional misconduct, improper personal benefit transactions, and derivative suits.

Permits board of directors to delegate authority to issue stock, sell treasury shares, and grant rights or options by fixing maximum shares, time period, and minimum consideration, with terms potentially dependent on external facts ascertainable outside the resolution.

Extends appraisal rights to stockholders in mergers, consolidations, and conversions of entities domesticated as Delaware corporations, and permits beneficial owners to demand appraisal directly under specified conditions.

Authorizes non-United States entities to adopt a plan of domestication establishing terms for converting equity interests and specifying corporate actions that become automatically authorized upon plan approval under applicable non-United States law.

Requires corporations with certificate provisions limiting existence to a specified date to file a certificate of dissolution within 90 days before that date; imposes $250,000 annual franchise tax on large corporate filers meeting specific revenue and asset thresholds; effective August 1, 2022 for most provisions.