Delaware General Assembly

Signed 7/6/04

The General Assembly has ended, the current status is the final status.

SB 272

5/12/04

Vaughn

Rep. Valihura

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

Section 1. New Section 102(d), which is consistent with changes previously made to Section 151, involving the terms of stock, and Subchapter IX, involving mergers and consolidations, confirms that a corporation's certificate of incorporation may, subject to certain exceptions, include provisions dependent on facts ascertainable outside the certificate of incorporation. The amendment is intended to negate any implication that the publicly filed nature of a certificate of incorporation precludes the inclusion of such provisions Section 2. The amendment to Section 141(c)(2) clarifies the authority to establish a committee with delegated power to recommend the nomination or removal of members of the board of directors. Section 3. 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 Delaware of 1897, as amended. That provision is being deleted from the Constitution of the State of Delaware of 1897, as amended, contemporaneously with the effective date of the amendment to Section 152. Section 4. 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 5, 6 and 7. 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. Section 8. The amendments to Section 303 are intended to clarify that the provisions of the statute apply to any type of federal bankruptcy proceeding, whether liquidation or reorganization, and that the validity of corporate action undertaken pursuant to the statute is not dependent upon the existence or pendency of a confirmed plan of reorganization. Section 9. This section provides for an effective date of August 1, 2004

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Takes effect upon being signed into law

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