Delaware House Bill 375 (Prior Session Legislation)

---

Completed Legislative Action
Spectrum: Bipartisan Bill
Status: Passed on June 10 2010 - 100% progression
Action: 2010-06-10 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]

Sections 1-3 and 16-17. These sections amend Sections 104, 111(a)(6), 114(b)(2), 262(b)(3), and 262(d)(2), respectively, to reflect new Section 267. Section 4. This section amends Section 132(b) to clarify that such subsection applies to registered agents for both domestic corporations and foreign corporations. Section 5. The amendment to Section 145(d) clarifies that the second sentence of the subsection, which requires that a determination that indemnification is proper be made by one of the specified decision-making bodies in certain circumstances, applies when the person requesting indemnification is a director or officer of the corporation at the time of such determination (as opposed to when a person requesting indemnification is not a director or officer of the corporation at such time but is serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise). Section 6. The amendment to Section 145(e) clarifies that the first sentence of Section 145(e) is intended to apply to advancement of expenses to present officers and directors of the corporation providing the advancement (and not to advancement to persons serving at the request of the corporation as officers and directors of another corporation, partnership, joint venture, trust or other enterprise) and further clarifies that expenses may be advanced to persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise upon such terms and conditions, if any, as the corporation deems appropriate. Section 7. This amendment to Section 242(b) clarifies that the decision to include either a copy or a summary of a proposed amendment to the certificate of corporation in a notice of a stockholder meeting need not be approved by a specific act of the board of directors. The amendment is not intended to define or limit any duty of directors relating to disclosure to stockholders in connection with the transaction. Sections 8, 10-11, 14, 18, and 20. These sections amend Sections 251(b)(3), 251(c)(4), 252(c)(4), 254(d)(4), 263(c)(4), and 264(c)(4), respectively, to clarify that in a merger the certificate of incorporation of the surviving corporation may be amended and restated in its entirety. Section 9. This amendment to Section 251(c) clarifies that the decision to include either a copy or a summary of an agreement of merger or consolidation in a notice of a stockholder meeting need not be approved by a specific act of the board of directors. The amendment is not intended to define or limit any duty of directors relating to disclosure to stockholders in connection with the transaction. Sections 12, 15, 19, 21-22, 27, and 30-35. These sections amend Sections 252(d), 256(d), 263(d), 264(d), 266(c)(6), 321(b), 376(b), 381(c), 381(d), 382(a), 382(c), and 390(b)(5), respectively, to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate, and to enable the Secretary of State, in the event that service is effected through the Secretary of State in accordance therewith, to provide notice of service by letter sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Section 13. This section amends Section 253(a) solely to conform text in Section 253(a) to text in new Section 267(a). Section 23. Section 267 is new. Section 267 provides a mechanism for a short form merger of a subsidiary corporation or corporations and a parent non-corporate entity. Sections 24-25. These sections amend Sections 274 and 275(d), respectively, to require that a certificate of dissolution filed thereunder must set forth the date of filing of the corporation’s original certificate of incorporation with the Secretary of State. Section 26. This amendment to Section 278 confirms that the provisions of Section 279 through Section 282, including those provisions dealing with winding up of a corporation, apply to a corporation that has expired by its own limitation. Section 28. This section amends Section 371(b)(1) to require that the certificate from the jurisdiction of the foreign corporation’s incorporation to be filed thereunder must be as of a date not earlier than 6 months prior to the filing date. Section 29. This section amends Section 371(b)(2) to expand the types of entities that may serve as registered agents for foreign corporations that are qualified to do business in Delaware. Section 36. Section 36 provides that sections 1-15 and sections 18-35 shall be effective on August 2, 2010, and that sections 16-17 shall be effective only with respect to transactions consummated pursuant to agreements entered into after August 1, 2010 (or, in the case of mergers pursuant to Section 253, resolutions of the board of directors adopted after August 1, 2010 and in the case of mergers pursuant to Section 267, mergers authorized after August 1, 2010), and appraisal proceedings arising out of such transactions.

An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.

Rep. Edward Bennett [D]	Sen. Patricia Blevins [D]	Rep. William Carson [D]	Rep. George [?]
Rep. Deborah Hudson [R]	Rep. Thomas Kovach [R]	Sen. Gregory Lavelle [R]	Sen. Liane Sorenson [R]

2010-06-02 - Senate - Senate Third Reading (Y: 19 N: 0 NV: 0 Abs: 2) [PASS]
2010-04-29 - House - House Third Reading (Y: 38 N: 0 NV: 1 Abs: 2) [PASS]

Date	Chamber	Action
2010-06-10		Signed by Governor
2010-06-02		Passed by Senate. Votes: Passed 19 YES 0 NO 0 NOT VOTING 2 ABSENT 0 VACANT
2010-06-01		Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
2010-05-04		Assigned to Judiciary Committee in Senate
2010-04-29		Passed by House of Representatives. Votes: Passed 38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT
2010-04-29		Amendment HA 1 - Passed in House by Voice Vote
2010-04-28		Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits
2010-04-28		Amendment HA 1 - Introduced and Placed With Bill
2010-04-21		Introduced and Assigned to Judiciary Committee in House

Type	Source
Summary	http://legis.delaware.gov/LIS/lis145.nsf/2bede841c6272c888025698400433a04/bb33d5aebbaf5ba08525770b004ccbb5?OpenDocument
Text	http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+375/$file/legis.html?open
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/588b6d1594dbd9528525771400725182?OpenDocument
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/4d20254084c5d6f2852577360074ee96?OpenDocument