Bill > SB313

This bill amends Title 8 of the Delaware Code, which is the state's General Corporation Law. The key provisions are: 1. It allows corporations to enter into contracts with their current or prospective shareholders or beneficial owners, even if those contracts are not reflected in the corporation's certificate of incorporation. These contracts can include provisions that restrict or require the corporation's actions, subject to certain limitations. 2. It authorizes the board of directors to approve agreements and other instruments in final or substantially final form, and to ratify such documents after initial approval. 3. It allows agreements of merger or consolidation to include provisions for penalties or consequences if a party fails to perform its obligations, as well as provisions for the appointment of representative(s) to act on behalf of the shareholders of a constituent corporation. 4. It allows for amendments to the certificate of incorporation of the surviving corporation in a merger without those amendments being deemed amendments to the merger agreement itself. The bill applies to contracts, agreements, and mergers entered into on or after August 1, 2024, except that it does not affect any civil actions or proceedings completed or pending before that date.