SPONSOR:   

Sen. DeLuca & Rep. Valihura & Rep. M Marshall

 

Sens.

Adams

Cook

McDowell

Amick

Simpson

 

Reps.

Hudson

Lavelle

Stone

Wagner

Johnson

Mitchell

 

               

 

DELAWARE STATE SENATE

144th GENERAL ASSEMBLY

 

SENATE BILL NO. 244

 

 

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

 


BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):

 


Section 1.  Amend Section 219(a), Title 8, Delaware Code, by deleting in the fifth sentence the word "inspected" and inserting in lieu thereof, the word "examined".

Section 2.  Amend Section 219(b), Title 8, Delaware Code, by deleting the text thereof in its entirety and inserting in lieu thereof, the following:

“If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.”

Section 3.  Amend Section 225(b), Title 8, Delaware Code, by inserting after the phrase “capital stock,” as found in the first sentence thereof, the phrase "or upon application of the corporation itself,".


SYNOPSIS

            Section 1.  The Amendment to Section 219(a), Title 8, of the Delaware Code, is to remove any suggestion that the words "examined" and "inspected" were intentionally distinct.

            Section 2.  Section 219(b), Title 8, of the Delaware Code, has been substantially rewritten to eliminate the concept of "willful neglect" and to allocate and specify the burden of proof on an application to compel examination of a list. It replaces the single sanction of ineligibility to stand for election with a grant of broad authority to the Court of Chancery to fashion appropriate relief.

            Section 3.  Section 3 amends § 225(b) to include the corporation itself as a permissible applicant in an action brought under that subsection.

Author:  Senator  DeLuca