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 Back | 144th General Assembly
House Bill # 160 |
| Primary Sponsor: | Valihura | Additional Sponsor(s): Rep. M Marshall & Sen. Adams & Sen. DeLuca |
| CoSponsors: | Reps. Hudson, Lavelle, Stone, Wagner, Johnson, Mitchell; Sens. McDowell, Amick, Simpson |
| Introduced on : | 05/08/2007 | |
| Long Title: | AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW. |
| Synopsis: | Section 1. The amendment to § 141(d) clarifies that when a provision of the certificate of incorporation endows some directors with greater or lesser voting power than other directors, that differentiation of voting power applies both in voting by the board of directors and in voting by committees of the board and in subcommittees, unless otherwise provided in the certificate of incorporation or bylaws.
Section 2. This amendment revises the specifications regarding the application of § 203, in order to accommodate ongoing changes in the structure and identification of securities trading markets, including recent changes in the configuration and status of securities trading markets administered by The NASDAQ Stock Market, Inc.
Section 3. The amendment to § 216(4) clarifies that, unless otherwise provided in the certificate of incorporation or the bylaws, a plurality vote (and not a majority of the quorum) is the vote required to elect directors where one or more classes or series of stock votes as a separate class or series on the election of directors.
Sections 4 through 9. The amendments to § 251 and § 255 eliminate the requirement that an agreement of merger or consolidation include a certification by the secretary or assistant secretary of the corporation that the agreement has been adopted by the requisite vote of the stockholders or members, as applicable, or otherwise approved in accordance with § 251 without a vote of the stockholders, if a certificate of merger or consolidation is filed in lieu of filing the agreement. The certification requirement for a Delaware corporation is also eliminated from § § 252, 254, 256, 257, 258, 263 and 264 by virtue of the cross-references to § 251 and § 255. Any certification required under other applicable law is not affected by the amendments to § 251 and § 255.
Section 10. The amendment to § 258(b) clarifies that the agreement of merger or consolidation must also be certified by each of the constituent foreign corporations in accordance with the laws under which each was formed.
Sections 11-12. These amendments revise the specifications regarding the application of § 262 and the availability of appraisal rights, in order to accommodate ongoing changes in the structure and identification of securities trading markets, including recent changes in the configuration and status of securities trading markets administered by The National Association of Securities Dealers, Inc.
Sections 13 and 16. The amendment to § 262(k) and an amendment to § 262(e) clarify the right of a stockholder who has demanded appraisal to withdraw that demand and receive the merger consideration at any time within 60 days after the effective date of the merger, even if a petition for appraisal has been filed, as long as that stockholder has not filed such a petition or otherwise joined the proceeding as a named party. Another amendment to § 262(e) enables beneficial holders of shares of stock held in street name to (i) file petitions for appraisal, and (ii) request a statement of shares with respect to which demands for appraisal have been received, in their own name rather than in the name of the stockholder of record.
Sections 14 and 15. These Sections amend the approach to awarding interest in appraisal proceedings, principally by establishing a presumption that interest is to be awarded for the period from the effective date of the merger until the date of payment of judgment, compounded quarterly and accruing at the rate of 5% over the Federal Reserve discount rate, giving effect to any variation in that rate during that period. The Court of Chancery may depart from this presumptive approach for good cause, in order, for example, to avoid an inequitable result such as rewarding, or insufficiently compensating for, improper delay of the proceeding or unreasonable or bad faith assertion of valuation claims. The amendments to § 262(h) also clarify that the Court of Chancery in appraisal proceedings does not determine the fair value of shares on its own initiative, and that appraisal proceedings are adversary proceedings to be litigated in accordance with generally applicable rules of the Court of Chancery.
Section 17. The amendment describes the effective time for the amendments.
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| Committee Reports: |
House Committee Report 05/17/07 F=0 M=7 U=0---->
Senate Committee report 06/20/07 F=0 M=5 U=0-----> |
| Voting Reports: |
House vote: () Passed 6/14/07 5:14:13 PM------->
Senate vote: () Passed 6/30/07 9:24:11 PM-------> |
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Actions History:
| Jul 17, 2007 - Signed by Governor
Jun 30, 2007 - Passed by Senate. Votes: 19 YES 0 NO 0 NOT VOTING 2 ABSENT
Jun 20, 2007 - Reported Out of Committee (BANKING) in Senate with 5 On Its Merits
Jun 19, 2007 - Assigned to Banking Committee in Senate
Jun 14, 2007 - Passed by House of Representatives. Votes: 39 YES 0 NO 0 NOT VOTING 2 ABSENT
May 17, 2007 - Reported Out of Committee (JUDICIARY) in House with 7 On Its Merits
May 08, 2007 - Introduced and Assigned to Judiciary Committee in House
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