CHAPTER 143

AN ACT TO AMEND CHAPTER 1, TITLE 8 OF THE 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. § 143, Title 8, Delaware Code, is amended by striking out the said Section and substituting in lieu thereof a new § 143 as follows:

§ 143. Loans to employees and officers; guaranty of obligations of employees and officers

Any corporation may lend money to, or guaranty any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or by special act creating or governing such corporation, or under any other statute.

Section 2. Subchapter VI of Chapter 1, Title 8, Delaware Code, is amended by adding thereto a new Section 181A, to read:

§ 181A. Transfer and Pledge of Certificates, Shares and Rights to Shares held by Clearing Corporation

(a) Definitions:

For the purposes of this Section-

(i) "Clearing Corporation" means a corporation, all of the capital stock of which is held by or for a national securities exchange registered under the Securities Exchange Act of 1934, as amended.

(ii) "Custodian" means a national bank, or a bank or trust company organized under or subject to the banking law of any state, acting as custodian for a clearing corporation.

(b) How title to certificates may be transferred or pledged

Notwithstanding the provisions of Section 181 of this title or any other applicable law, if a certificate or instrument evidencing shares of stock, or rights to purchase or subscribe to shares of stock, is in the custody of a clearing corporation or of a custodian subject to the instructions of a clearing corporation, title to any such certificate or instrument or to any interest therein and to the shares or rights evidenced by such certificate, instrument or interest may be transferred by the making of entries on the books of the clearing corporation reducing the account of the transferor by the number of shares or rights transferred and increasing the account of the transferee by such number of shares or rights. A transfer of title so made shall for all purposes have the same effect as if the transferor had delivered to the transferee a certificate or instrument evidencing the shares or rights transferred, duly indorsed in blank.

A valid pledge may be made of any such certificate or instrument or of any interest therein and of the shares or rights evidenced by such certificate, instrument or interest by:

(i) the giving by the pledgor to the clearing corporation of notice of the pledge and of instructions that, until receipt by the clearing corporation of notice to the contrary from the pledgee, such certificate, instrument or interest therein and the shares or rights evidenced by such certificate, instrument or interest, shall be held by the clearing corporation (either directly or through the custodian) for the account of the pledgee, and

(ii) by the making of entries on the books of the clearing corporation reducing the account of the pledgor by the number of shares or rights pledged and increasing the account of the pledgee by such number of shares or rights. A pledge so made shall for all purposes be as valid and effective as one made by transfer of actual possession of a certificate or instrument evidencing the shares or rights pledged from the pledgor to the pledgee.

(c) Applicability

The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or by-laws of the corporation any shares or rights of which are transferred or pledged as herein provided, and any certificate or instrument evidencing such shares or rights, in whole or in part, provide that such shares or rights shall be transferable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent.

Section 3. § 251 (c), Title 8, Delaware Code, is amended by striking out the first two sentences thereof, and substituting in lieu the following:

(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at a meeting thereof, called separately for the purpose of taking the same under consideration or at the next annual meeting of the said stockholders. Due notice of the time, place and object of the meeting shall be mailed to the last known post office address of each stockholder of each such corporation at least 20 days prior to the date of the meeting.

Section 4. § 271, Title 8, Delaware Code, is amended by striking out the first sentence thereof, and substituting in lieu the following:

Every corporation organized under the provisions of this chapter, may at any meeting of its board of directors, sell, lease or exchange all of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors deems expedient and for the best interests of the corporation, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders' meeting duly called for that purpose, or at the next annual meeting of the stockholders, provided the notice of the said annual meeting contains a notice of the proposed sale, lease or exchange, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding.

Section 5. § 275 (a), Title 8, Delaware Code, is amended by striking out the said sub-section and substituting in lieu thereof a new sub-section 275 (a) as follows:

(a) If it should be deemed advisable, in the judgment of the board of directors, and most for the benefit of any corporation organized under this chapter, that it should be dissolved, the Board after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of the resolution to be mailed to each stockholder of record having voting power, and also cause a notice to be inserted in a newspaper published in the county wherein the corporation shall have its principal office in this State, at least once, at least ten days preceding the time appointed for the same, of a meeting of the stockholders having voting power, to take action upon the resolution so adopted by the board, which meeting may, by consent of a majority in interest of the stockholders present in person or by proxy, having voting power be adjourned or recessed from time to time.

Approved October 10, 1963.