CHAPTER 349

CORPORATIONS

AN ACT TO AMEND CHAPTER 65 OF THE REVISED CODE OF DELAWARE, 1935, AS AMENDED, RELATING TO CORPORATIONS.

Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met (two-thirds of all the Members elected to each House thereof concurring therein):

Section 1. That Section 60. of Chapter 65 of the Revised Code of Delaware, 1935, as amended, being Section 2092. thereof, be and the same is hereby further amended by striking out all of said Section and inserting in lieu thereof the following:

2092. Sec. 60. CONSOLIDATION OR MERGER; STATUS OF OLD AND NEW CORPORATIONS:--When an agreement shall have been signed, acknowledged, filed and recorded, as in Section 59., Section 59B., or in Section 59C. of this Chapter is required, for all purposes of the laws of this State the separate existence of all the constituent corporations, parties to said agreement, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, or be merged into one of such corporations, as the case may be, in accordance with the provisions of said agreement, possessing all the rights, privileges, powers and franchises as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated or merged, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, including in the case of Banks or Trust Companies, without any Order or other action on the part of any Court or otherwise, appointments, designations, and nominations and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, trustee of estates of lunatics and in every other fiduciary capacity, and all debts due to any of said constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation resulting from or surviving such consolidation or merger; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the resulting or surviving corporation as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise, under the laws of this State, in any of such constituent corporations, shall not revert or be in any way impaired by reason of this Chapter; provided, however, that all rights of creditors and all liens upon any property of any of said constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations shall thenceforth attach to said resulting or surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Provided, however, that in the case of a merger of Banks or Trust Companies, any party in interest shall have the right to apply to an appropriate court or tribunal for a determination as to whether the resulting corporation shall continue to serve in the same fiduciary capacity as the merged corporation, or whether a new and different fiduciary should be appointed.

Approved June 8, 1951.