SPONSOR: |
Sen. Vaughn;Rep. Wagner |
|
& Rep. Valihura |
142nd GENERAL ASSEMBLY |
SENATE
BILL NO. 272 |
AN ACT TO AMEND TITLE 8 OF THE |
BE IT ENACTED
BY THE GENERAL ASSEMBLY OF THE STATE OF
Section 1. Amend Section 152, Title 8, Delaware Code by
deleting the text thereof in its entirety and inserting in lieu thereof, the
following:
"The consideration, as
determined pursuant to subsections (a) and (b) of § 153 of this title, for
subscriptions to, or the purchase of, the capital stock to be issued by a
corporation shall be paid in such form and in such manner as the board of directors
shall determine. The board of directors
may authorize capital stock to be issued for consideration consisting of cash,
any tangible or intangible property or any benefit to the corporation, or any
combination thereof. In the absence of
actual fraud in the transaction, the judgment of the directors as to the value
of such consideration shall be conclusive.
The capital stock so issued shall be deemed to be fully paid and
nonassessable stock upon receipt by the corporation of such consideration;
provided, however, nothing contained herein shall prevent the board of
directors from issuing partly paid shares under § 156 of this title."
Section 2. Amend Section 154, Title 8, Delaware Code, by
deleting the word "property" in the third sentence thereof and adding
the word "consideration" in lieu thereof.
Section 3. Amend Section 157(a), Title 8, Delaware Code,
by deleting the word "purchase" therefrom and adding the word
"acquire" in lieu thereof.
Section 4. Amend Section 157(b), Title 8, Delaware Code,
by deleting the text of the first sentence thereof in its entirety and
inserting in lieu thereof, the following:
"The terms upon which, including
the time or times which may be limited or unlimited in duration, at or within
which, and the consideration (including a formula by which such consideration
may be determined) for which any such shares may be acquired from the
corporation upon the exercise of any such right or option, shall be such as
shall be stated in the certificate of incorporation, or in a resolution adopted
by the board of directors providing for the creation and issue of such rights
or options, and, in every case, shall be set forth or incorporated by reference
in the instrument or instruments evidencing such rights or options."
Section 5. Amend Section 157(d), Title 8, Delaware Code,
by deleting the text of the first sentence thereof in its entirety and
inserting in lieu thereof, the following:
"In case the shares of stock of the corporation to be issued upon the exercise of such rights or options
shall be shares having a par value, the consideration so to be received therefore shall have a value not
less than the par value thereof.”
SYNOPSIS
Section 1. The amendment to Section 152 eliminates the
requirement that the consideration paid for newly issued stock consist,
either entirely or in part, of consideration in the form required by Section
3 of Article IX of the Constitution of the State of Section 2. The amendment to Section 154 is consistent
with the amendment to Section 152 and clarifies that the consideration paid
for stock need not consist of property or cash. Sections 3, 4 and
5. The amendments to Section 157 are
consistent with the amendment to Section 152 and clarify that the
consideration to be paid for stock issued upon the exercise of rights or
options need not consist of property or cash. |
Author: Senator Vaughn