SPONSOR: |
Sen.
DeLuca & Rep. Valihura & Rep. M Marshall |
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Sens. Adams Cook McDowell Amick Simpson |
Reps. Hudson Lavelle Stone Wagner Johnson Mitchell |
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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
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