CHAPTER 136
FORMERLY
SENATE BILL NO. 93
AS AMENDED BY SENATE AMENDMENT NO. 1
AN ACT TO AMEND TITLE B, DELAWARE CODE, RELATING TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
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. Amend §102(a)(4), Title 8, Delaware Code, by deleting the sentence which reads Such grant of authority may include the power to specify the number of shares of any series" and by deleting the second sentence thereof in its entirety and inserting in lieu thereof the following:
If the corporation is to be authorized to issue more than one class of stock, the certificate of incorporation shall set forth the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class, and shall specify each class the shares of which are to be without par value and each class the shares of which are to have par value and the par value of the shares of each such class."
Section 2. Amend §141(d), Title 8, Delaware Code, by adding the following sentence at the end of such subsection:
If the certificate of incorporation provides that directors elected by the holders of a class or series of stock shall have more or less than 1 vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors."
Section 3. Amend §141(e), Title 8, Delaware Code, by deleting that subsection and
substituting in lieu thereof the following:
"A member of the board of directors, or a member of any committee designated by the board of directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation's officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation."
Section 4. Amend §151(g), Title 8, Delaware Code, by deleting the words "class or" in the second sentence of that subsection the first time they appear, by deleting the parenthetical in the second sentence after the word "increased" the first time it appears and inserting "(but not above the total number of authorized shares of the class)" in lieu thereof, and by inserting before the last sentence thereof the following:
"Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which (1) states that no shares of the class or series have been issued, (2) sets forth a copy of the resolution or resolutions and (3) if the designation of the class or series is being changed, indicates the original designation and the new designation, shall be executed, acknowledged, filed, recorded shall become effective, in accordance with §103 of this title."
Further amend said Section by striking the period at the end thereof and by inserting in lieu thereof the following:
"; except that neither the filing of such certificate nor the filing of a restated certificate of incorporation pursuant to §245 of this title shall prohibit the board of directors from subsequently adopting such resolutions as authorized by this subsection."
Section 5. Amend §172, Title B, Delaware Code, by deleting such section in its entirety and substituting in lieu there of the following:
"A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed."
Section 6. Amend Title 8, Delaware Code, by deleting §203 in its entirety.
Section 7. Amend §213(a), Title 8, Delaware Code, by deleting that subsection in its entirety and inserting in lieu thereof the following:
"(a) In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting."
Section 8. Amend §213(b), Title 8, Delaware Code, by deleting that subsection in its entirety and inserting in lieu thereof the following:
"(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action."
Section 9. Amend §213(c), Title 8, Delaware Code, by deleting that subsection in its entirety and inserting in lieu thereof the following:
"(c) In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more
than sixty days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto."
Section 10. Amend §216(2), Title 8, Delaware Code, by adding at the beginning of that paragraph the words "In all matters other than the election of directors," and deleting "and," after the semi-colon at the end of such paragraph.
Section 11. Amend §216, Title 8, Delaware Code, by deleting paragraph (3) thereof and substituting in lieu thereof the following:
"(3) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
(4) Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class."
Section 12. Amend §228(a), Title 8, Delaware Code, by adding the words or consents"
after the word "consent" the first time it appears in such subsection and adding and shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested." after the word "voted".
Section 13. Amend §228(b), Title 8, Delaware Code, by adding the words "or consents" after the word "consent" the first time it appears in such subsection and adding and shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested." at the end of the subsection after the word "voted".
Section 14. Amend §228(c), Title 8, Delaware Code, by redesignating such subsection as subsection "(d)" and inserting the following as a new subsection (c):
"(c) Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders or members to take action are delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested."
Section 15. Amend §243(a), Title 8, Delaware Code, by deleting the second sentence, so
that the entire subsection shall read:
"A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding."
Section 16. Amend §243(b), Title 8, Delaware Code, to read in its entirety as follows:
"(b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares (as part of the class or series) is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with §103 of this Title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock."
Section 17. Amend §251(b)(3), Title 8, Delaware Code, by deleting such subsection in
Its entirety and inserting in lieu thereof the following:
"(3) in the case of a merger, such amendments or changes in the certificate of
incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;".
Section 18. Amend §251(b)(4), Title 8, Delaware Code, by inserting a new subsection
(b)(4) as follows and renumbering the current subsection (b)(4) as subsection (b)(5) and the remaining subsections accordingly:
"(4) in the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;".
Section 19. Amend §251(t), Title 8, Delaware Code, by inserting the following sentence between the second and third sentences thereof:
The notice shall contain a copy of the agreement or a brief summary thereof, as the directors shall deem advisable."
Section 20. Amend §251(c), Title 8, Delaware Code, by adding the words "required by
this Section" after the words "In lieu of filing and recording the agreement of merger or consolidation" in the last sentence thereof.
Section 21. Amend §251(c)(2), Title 8, Delaware Code, by deleting the word "subsection"
and inserting in lieu thereof the word "Section".
Section 22. Amend §251(c)(4), Title 8, Delaware Code, by deleting that subsection and inserting in lieu thereof the following:
"(4) in the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation,"
Section 23. Amend §251(c)(5), Title 8, Delaware Code, by inserting a new subsection
(c)(5) to read as follows and renumbering the current subsection (c)(5) as subsection (c)(6) and the remaining subsections accordingly:
"(1) in the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the certificate,".
Section 24. Amend §252(c)(4), Title 8, Delaware Code, by deleting said subsection and
inserting in lieu thereof the following:
"(4) in the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation,".
Section 25. Amend §252(c)(5), Title 8, Delaware Code, by deleting said subsection and
inserting in lieu thereof the following:
"(5) in the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the certificate,"
Section 26. Amend §253(a), Title 8, Delaware Code, by inserting the words "if the
parent corporation is a corporation of this State or state that the proposed merger has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under which it is organized if the parent corporation is not a corporation of this State" after the words "as it appears on the records of the corporation" and before the "." in the second sentence thereof.
Section 27. Amend §254(d)(4), Title 8, Delaware Code, by deleting that subsection and inserting in lieu thereof the following:
"(4) in the case of a merger, such amendments or changes in the certificate of
incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation,".
Section 28. Amend §254(d)(5), Title 8, Delaware Code, by inserting a new subsection
(d)(5) as follows and renumbering the current subsection (d)(5) as subsection (d)(6) and the remaining subsections accordingly:
"(5) in the case of a consolidation, that the certificate of incorporation of the
resulting corporation shall be as is set forth in an attachment to the certificate,".
Section 29. Amend §255(c), Title 8, Delaware Code, by inserting the following sentence between the second and third sentences thereof:
"The notice shall contain a copy of the agreement or a brief summary thereof, as the governing body shall deem advisable."
Section 30. Amend §262(a), Title 8, Delaware Code, by deleting the first sentence
thereof and substituting in lieu thereof the following:
Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to the provisions of subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with the provisions of subsection (d) of this Section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to §228 of this Chapter shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this Section."
Section 31. Amend §262(b), Title 8, Delaware Code, by inserting the words or
consolidation" after the words in a merger" and before the words to be effected pursuant to sections" in the first sentence thereof.
Section 32. Amend §262(i), Title 8, Delaware Code, by inserting the following sentence after the first sentence thereof:
"Interest may be simple or compound, as the Court may direct."
Section 33. Amend §274, Title 8, Delaware Code, by deleting the title thereto and
replacing it with "Dissolution before the issuance of shares or beginning of business; procedure."; by deleting the first two words of such section and substituting If a corporation has not issued shares or has not commenced" in lieu thereof; by adding a comma after the word "organized" the first time it appears in such Section; by inserting "that no shares of stock have been issued or after the word "stating" the first time it appears in such Section; by adding that if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; that if the corporation has not begun business but has issued stock certificates" after the phrase "has been returned to those entitled thereto:"; and by deleting the word "that" as it appears before "all issued stock certificates, if any,".
Section 34. Amend §275, Title 8, Delaware Code, by deleting subsections (b) and (c),
and Inserting in lieu thereof the following:
"(b) At the meeting a vote shall be taken upon the proposed dissolution. If a
majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this Section.
(c) Dissolution of a corporation may also be authorized without action of the
directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this Section.
(d) If dissolution is authorized in accordance with this Section, a certificate of dissolution shall be executed, acknowledged and filed, and shall become effective, in accordance with §103 of this Title. Such certificate of dissolution shall set forth:
(i) the name of the corporation;
(i) the date dissolution was authorized;
(i) that the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b) of this Section, or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c) of this section; and
(i) the names and addresses of the directors and officers of the corporation.
(e) The resolution authorizing a proposed dissolution may provide that
notwithstanding authorization or consent to the proposed dissolution by the
stockholders, or the members of a nonstock corporation pursuant to §276 of this title,
the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members.
(f) Upon a certificate of dissolution becoming effective in accordance with §103 of this title, the corporation shall be dissolved."
Section 35. Amend §276, Title 8, Delaware Code, by deleting "nonprofit", from the title thereof; by designating the current text of such section as "(a)"; by deleting not for profit and the two times such words appear in §276; by deleting not for profit or" the one time such words appear in §276; and by adding a new subsection (b) to read as follows:
"(b) If a corporation having no capital stock has not commenced the business for
which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by §274 of this title."
Section 36. Amend §278, Title 8, Delaware Code by deleting the last sentence and
inserting in lieu thereof the following:
With respect to any action, suit or proceeding begun by or against the corporation either prior to or within 3 years after the date of its expiration or dissolution the action shall not abate by reason of the dissolution of the corporation; the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the 3-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of Chancery."
Section 37. Amend §279, Title 8, Delaware Code, by adding "; duties." to the end of the title thereof and by deleting the text coming after the phrase "the Court of Chancery on application of any creditor" and before the phrase "shows good cause therefor" and by inserting in lieu thereof ", stockholder or director of the corporation, or any other person who".
Section 38. Amend Title 8, Delaware Code, by deleting §280 in its entirety and
inserting in lieu thereof the following:
1280. Notice to Claimants' Filing of Claims
(a)(1) After a corporation has been dissolved in accordance with the procedures set forth in this chapter, the corporation or any successor entity may give notice of the dissolution requesting all persons having a claim against the corporation to present their claims against the corporation in accordance with such notice. Such notice shall state:
(i) that all claims must be presented in writing and must Contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim;
(ii) the mailing address to which a claim must be sent;
(i) the date by which a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date thereof; and
(i) that the corporation or a successor entity may make distributions to other claimants and the corporation's stockholders or persons interested as having been such without further notice to the claimant.
Such notice shall also be published at least once a week for two consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation's last registered agent in this State is located and in the corporation's principal place of business and, in the case of a corporation having $10 million or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of such notice, the corporation or successor entity shall mail a copy of such notice by certified or registered mail return receipt requested to each known claimant of the corporation.
(2) A corporation or successor entity may reject, in whole or in part, any claim
made by a claimant pursuant to this subsection by mailing notice of such rejection by
certified mail return receipt requested to the claimant within 90 days after receipt of
such claim and, in all events, at least 150 days before the expiration of the period described in §278 of this title. A notice sent by a corporation or successor entity pursuant to this subsection shall be accompanied by a copy of §278-283 of this title.
(b)(1) A corporation or successor entity electing to follow the procedures
described in subsection (a) of this section shall also give notice of the dissolution of the corporation to persons with claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Such notice shall be in substantially the form, and sent and published in the same manner, as described in subsection (a)(1) of this section.
(2) The corporation or successor entity shall offer any claimant whose claim is contingent, conditional or unmatured, such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified mail return receipt requested, within 90 days of receipt of such claim and, in all events, at least 150 days before the expiration of the period described in §278 of
this title. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy his claim against the corporation.
(c)(1) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) of this section shall petition the Court of Chancery to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (b)(2) of this section.
(2) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the corporation or successor entity but whose identities are unknown. The Court of Chancery shall appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
(d) The giving of any notice or making of any offer pursuant to the provisions of this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.
(e) As used in this section, the term 'successor entity' shall include any trust, receivership or other legal entity governed by the laws of this State to which the remaining assets and liabilities of a dissolved corporation 're transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to distribute to the dissolved corporation's stockholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized."
Section 39. Amend Title 8, Delaware Code, by deleting §281 and inserting in lieu
thereof the following:
"§281. payment and Distribution to Claimants and Stockholders
(a) A dissolved corporation or successor entity which has followed the procedures described in §280 of this title (i) shall pay the claims made and not rejected in accordance with §280(a) of this title, (ii) shall post the security offered and not rejected pursuant to §280(b)(2) of this title, (iii) shall post any security ordered by the Court of Chancery in any proceeding under §280(c) of this title and (iv) shall pay or make provision for all other obligations of the corporation or such successor
entity. Such claims or obligations shall be paid in full and any such provision for
payment shall be made in full if there are sufficient funds. If there are insufficient
funds, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the stockholders of the dissolved corporation; provided, however, that such distribution shall not be made
before the expiration of 150 days from the date of the last notice of rejections given pursuant to §280(a)(2) of this title. In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under (iv) above shall be conclusive.
(b) A dissolved corporation or successor entity which has not followed the
procedures described in Section 280 of this title shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or such successor entity and all claims which are known to the dissolved corporation or such successor entity but for which the identity of the
claimant is unknown. Such claims shall be paid in full and any such provision for
payment made shall be made in full if there are sufficient funds. If there are
insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the stockholders of the dissolved corporation.
(a) Directors of a dissolved corporation or governing persons of a successor
entity which has complied with subsections (a) or (b) of this section shall not be personally liable to the claimants of the dissolved corporation.
(a) As used in this section, the term 'successor entity' has the meaning set forth in §280(e) of this title."
Section 40. Amend Title 8, Delaware Code, by deleting §282 and inserting in lieu
thereof the following:
"§282. Liability of Stockholders of Dissolved Coroorations
(a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to §281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to him, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to §281(a) of this title shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in §278 of this title.
(a) The aggregate liability of any stockholder of a dissolved corporation for
claims against the dissolved corporation shall not exceed the amount distributed to him in dissolution."
Section 41. Amend §283 and §284, Title 8, Delaware Code, by redesignating such sections as §284 and §285 respectively and by inserting in lieu of §283 the following:
"§283. Jurisdiction of the Court
The Court of the Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require."
Section 42. This Bill shall become effective on July 1, 1987, provided that (i)
Sections 19 and 29 shall be effective only with respect to mergers or consolidations for which the notice of the stockholders meeting to vote thereon has been mailed after the Effective Date, (ii) Section 30 shall be effective only with respect to mergers or consolidations consummated pursuant to an agreement of merger or consolidation entered into after the Effective Date and (iii) Sections 8, 12, 13 and 14 shall be effective with respect to corporate actions taken by written consent, and to such written consent or consents, as to which the first written consent is executed or solicited after the Effective Date.
Approved July 9, 1987.