CHAPTER 266

FORMERLY

SENATE BILL NO. 357

AN ACT TO AMEND CHAPTER 1, TITLE 8 OF THE DELAWARE CODE, RELATING TO THE GENERAL CORPORATION LAW.

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 5280 (a)(1), Chapter 1, Title 8, Delaware Code by

deleting the word "requesting" in the first sentence and inserting in lieu thereof the word "requiring".

Section 2. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting the following immediately after the words "all persons having a claim against the corporation": "other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party".

Section 3. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting in subparagraph (a) thereof the following immediately after the words That all": "such".

Section 4. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting in subparagraph (b) thereof the following immediately after the words "mailing address to which": "such".

Section 5. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting in subparagraph (c) thereof the following immediately after the words "The date by which": "such".

Section 6. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by deleting the "." at the end of subparagraph (d) and Inserting in lieu thereof the following "; and" and relettering the current subparagraph (d) thereof to become subparagraph (e) thereof.

Section 7. Amend §280(a)(1), Chapter 1, Title 8 Delaware Code by inserting the following immediately after subparagraph (c) thereof: "d. That such claim will be barred if not received by the date referred to in subparagraph (c) of this subsection; and".

Section 8. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting the following immediately before the last paragraph thereof: "f.

The aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the three years prior to the date the corporation dissolved."

Section 9. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting the following in the last sentence between the words "mail" and "return" and between the words "requested" and "to": ",".

Section 10. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by

inserting the following in the last sentence immediately after the words "each known claimant of the corporation": "including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party".

Section 11. Amend §280 (a), Chapter 1, Title 8 Delaware Code by inserting the following in current paragraph 2 thereof immediately after the words "A notice sent by a corporation or successor entity pursuant to this subsection shall": "state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall" and by inserting the following between the words "certified" and "mail": "or registered" and by renumbering current paragraph (2) thereof to become paragraph (3) thereof.

Section 12. Amend §280 (a), Chapter 1, Title 8 Delaware Code by inserting the following after paragraph (1) thereof: "(2) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in subparagraph (1)(c) of this subsection."

Section 13. Amend §280 (a), Chapter 1, Title 8 Delaware Code by inserting the following immediately before subsection (b): "(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to paragraph (3) of this subsection does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice".

Section 14. Amend §280 (b)(2), Chapter 1, Title 8 Delaware Code by

inserting the following between the words "certified" and "mail" :"or registered".

Section 15. Amend §280 (c)(2), Chapter 1, Title 8 Delaware Code by

deleting the words "prior to the expiration of applicable statutes of limitation" and inserting in lieu thereof the following "within 5 years after the date of dissolution or such longer period of time as the Court of Chancery may determine not to exceed 10 years after the date of dissolution".

Section 16. Amend §280 (c), Chapter 1, Title 8 Delaware Code by

renumbering current paragraph (1) thereof to become paragraph (2) thereof and by renumbering current paragraph (2) thereof to become paragraph (3) thereof.

Section 17. Amend §260 (c), Chapter 1, Title 8 Delaware Code by inserting the following immediately after "(c)": "(1) 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 that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party other than a claim barred pursuant to subsection (a) of this section."

Section 18. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following immediately after the words "A dissolved corporation or successor entity which has not followed the procedures described in §280 of this title": "shall, prior to the expiration of the period described in §278 of this title, adopt a plan of distribution pursuant to which the dissolved corporation or successor entity".

Section 19. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following after the words "unmatured contractual claims known to the corporation or such successor entity,": "(ii) shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party" and by deleting "(ii)" and inserting in lieu thereof "(iii)".

Section 20. Amend §281 (b), Chapter 1, Title 8 Delaware Code by deleting the words "prior to the expiration of applicable statutes of limitation. Such and inserting in lieu thereof the following: "within 10 years after the date of dissolution. The plan of distribution shall provide that such".

Section 21. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following immediately after the words "If there are insufficient funds,": "such plan shall provide that".

Approved June 27, 1994