Delaware – HB 127 (Chapter 72) signed into law June 30 amends the General Corporation Law

July 11, 2013

HB 127 (Chapter 72) signed by the governor June 30 amends the General Corporation Law to (i) effective April 1, 2014 add Sections 204 and 205 to remedy defective corporate acts that under prior case law may have been void and incapable of ratification and (ii) effective August 1, 2013 amend Section 152 confirming the board’s authority to establish a formula for stock issuance, amend Section 251 to eliminate a required vote in certain mergers, and amend Section 312 to deter the practice of formation of “shelf” corporations formed without directors or shareholders that are aged for use in the future.  The bill text can be accessed at   http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB+127/$file/legis.html?open.