SB 313 Summary

• Authorizes corporations to enter into contracts with stockholders or beneficial owners that restrict corporate actions, require approval before taking specified actions, or covenant to take or refrain from taking actions, provided the board of directors approves the minimum consideration for such contracts.

• Permits boards of directors to approve merger agreements, certificates of incorporation, and other required documents in final or substantially final form, and allows boards to ratify such documents after initial approval but before filing with the Secretary of State.

• Clarifies that notices to stockholders include any documents enclosed with, appended to, or annexed to the notice (such as proxy statements) for purposes of satisfying statutory notice requirements under Title 8.

• Authorizes merger agreements to include provisions specifying penalties or consequences for a party's failure to perform or consummate the merger, including lost premium damages and reverse termination fees, and allows appointment of stockholder representatives to enforce stockholder rights under merger agreements.

• Permits the surviving corporation's certificate of incorporation to be amended separately from the merger agreement in cash-out mergers, and clarifies that disclosure schedules attached to merger agreements are not deemed part of the agreement itself for purposes of Title 8.