Delaware General Assembly

Defeated 3/25/25

SS 1 for SB 21

3/25/25

Phillips

Rep. S. Moore

This Amendment mirrors the proposed changes in SS 1 for Senate Bill 21, but provides that the corporation must "opt-in" to adopt them. It adds a new section one, which describes the method by which the corporation may opt in to the changes from the default, existing law. The revision to the original opt-in amendment deletes any requirement of a majority-of-the-minority or class vote for the opt-in. This means that the opt-in can be adopted by the same process as any other amendment to the company’s certificate of incorporation. Under Section 242(b) of the Delaware General Corporation Law, amendments to the certificate of incorporation require (1) board approval and (2) a majority vote of all stockholders. Section 266 of the DGCL provides exactly the same process for reincorporation. It requires (1) board approval and (2) a majority vote of all stockholders.

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