CHAPTER 121

CORPORATIONS

AN ACT TO AMEND CHAPTER 1, TITLE 8, DELAWARE CODE, RELATING TO CORPORATIONS.

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

Section 1. § 141, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following additional sub-section:

(g) Unless otherwise restricted by the certificate of incorporation or by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 2. § 219, Chapter 1, Title 8, Delaware Code, is amended by striking out said section and inserting in lieu thereof the following:

§ 219. List of stockholders entitled to vote; penalty for refusal to produce

The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during ordinary business hours, for a period of at least ten days prior to the election, either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Upon the willful neglect or refusal of the said directors to produce such a list at any election they shall be ineligible to any office at such election.

Section 3. § 242, Chapter 1, Title 8, Delaware Code, is amended by striking out of subsection (d) (1) the following clause:

"; and the affirmative vote of a majority in interest of each such class of stock so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of a majority of all other stock entitled to vote thereon."

and inserting in lieu thereof the following clause:

"; and the affirmative vote of a majority in interest of each such class of stock so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of a majority of all stock which would be entitled

to vote on an amendment not requiring a class vote."

Section 4. § 151 (f), Chapter 1, Title 8, Delaware Code, is amended by adding the following sentence to said subsection (f):

Provided, however, that except as otherwise provided in Section 194, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5. § 279, Chapter 1, Title 8, Delaware Code, is amended by striking therefrom the following clause:

"on application of any creditor or stockholder of the corporation,"

and inserting in lieu thereof the following clause:

"on application of any creditor or stockholder of the corporation, or on application of any person or legal entity who, in the Court's discretion, shows good cause therefor,".

Section 6. § 253, Chapter 1, Title 8, Delaware Code, is amended by striking out all of said section and inserting in lieu thereof the following:

§ 253. Merger of parent corporation and subsidiary

(a) Any corporation organized or existing under the laws of this State, or under the laws of any other state or jurisdiction subject to the laws of the United States, if the laws of such other state or jurisdiction shall permit such a merger, owning at least ninety per centum of the outstanding shares of each class of the stock of any other corporation organized or existing under the laws of this State, or under the laws of any other state or jurisdiction subject to the laws of the United States, if the laws of such other state or jurisdiction shall permit such a merger, may file in the office of the Secretary of State a certificate of such ownership and merger in its name and under its corporate seal, signed by its president or a vice-president, and its secretary or treasurer or assistant secretary or assistant treasurer, and setting forth a copy of the resolution of its board of directors to merge such other corporation or corporations and to assume all of its or their obligations, and the date of the adoption thereof; provided, however, that in case the parent corporation shall not own all the outstanding stock of the corporation to be merged, the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including the securities, cash or other consideration to be issued, paid or delivered by the parent corporation upon surrender of each share of the merged corporation not owned by the parent corporation. A certified copy of the certificate shall be recorded in the office of the recorder of deeds of any county of this State in which the principal office of either the parent or a subsidiary corporation is located. If the surviving corporation is organized or exists under the laws of any state or jurisdiction, other than the laws of this State, the provisions of Section 252 (d) of this title shall also apply to a merger under this section.

(b) Upon the recording of the certificate pursuant to subsection (a) of this section, all of the estate, property, rights, privileges and franchises of such other corporation or corporations shall vest in and be held and enjoyed by such parent corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by such other corporation or corporations, and be managed and controlled by such parent corporation, and except as hereinafter in this section provided, in its name, but subject to all liabilities and obligations of such other corporation or corporations and the rights of all creditors thereof. The parent corporation shall not thereby acquire power to engage in any business, or to exercise any right, privilege or franchise, of a kind which it could not lawfully engage in or exercise under the provisions of the law by or pursuant to which such parent corporation is organized. The parent corporation shall be deemed to have assumed all the liabilities and obligations of the merged corporation or corporations, and shall be liable in the same manner as if it had itself incurred such liabilities and obligations.

(c) If the parent corporation is a Delaware corporation, it may relinquish its corporate name and assume in place thereof the name of the merged corporation, by including it in a provision to that effect in the resolution of merger adopted by the directors and set forth in the certificate of ownership and merger, and upon the filing and recording of such certificate the change of name shall be completed, with the same force and effect and subject to the same conditions and consequences as if such change had been accomplished by proceedings under the appropriate section of this chapter.

(d) Any plan of consolidation or merger which requires or contemplates any changes other than those herein specifically authorized with respect to the parent corporation, shall be accomplished under the provisions of sections 251 and 252 of this title. The provisions of section 262 of this title shall not apply to any merger affected under this section, except as provided in paragraph (e) of this Section.

(e) In the event all of the stock of a Delaware corporation to be merged is not owned by the parent corporation, the parent corporation shall within 10 days after the date on which the Certificate of Ownership and Merger has been filed and recorded, notify each stockholder of the corporation to be merged other than said parent corporation that the Certificate of Ownership and Merger has been filed and recorded and the terms and conditions of the merger. The notice shall be sent by registered mail, return receipt requested, addressed to the stockholder at his last known address as it appears on the books of the corporation. If any such stockholder shall within 20 days after the date of mailing of the notice object in writing to said merger and demand in writing from the parent or surviving corporation, payment for his stock, such parent or surviving corporation shall, within 30 days after the expiration of the period of 20 days, pay to him the value of his stock on the date of the recording of the Certificate of Ownership and Merger, exclusive of any element of value arising from the expectation or accomplishment of said merger. If during the period of 30 days provided for herein the corporation and any such objecting stockholder fail to agree as to the value of such stock, any such stockholder or the corporation may file a petition in the Court of Chancery as provided in paragraph (c) of Section 262 of this title and thereupon the parties shall have the rights and duties and follow the procedure set forth in paragraphs (d) to (j), inclusive, of said Section 262.

Approved June 5, 1957.