Vote Smart's Synopsis:

Vote to pass a bill that authorizes a corporation to enter into contracts with one or more of its stockholders or beneficiaries in Delaware.

Highlights:

• Authorizes every corporation under this chapter to have power regardless of what is provided in the certificate of incorporation (Sec. 1). 

• Specifies that any contract of authority empowering an agent to act on behalf of the corporation is subjected to §141 (Sec. 1.5).

• Prohibits contract to be enforceable against the corporation (Sec. 1.18).

• Authorizes corporations to agree to restrict actions specified in the contract, require consent before action is taken, appoint one or more persons exempt from taking any action (Sec. 1.18).

• Requires the board of directors to take action in final or substantially final form (Sec. 2). 

• Requires said actions be filed with the Secretary of State (Sec. 2). 

• Authorizes appointment of stockholder representatives effect of merger (Sec. 4). 

• Specifies any agreement under §251 - §254 authorizes corporations to provide penalties in the agreement and receive payment from other parties (Sec. 4.1).

• Authorizes the appointment of one or more persons as representatives of the stockholders of a corporation of this State that any appointment pursuant to clause shall be binding and any provision adopted cannot be amended after the merger (Sec. 4.2).

• Specifies that if an agreement of merger provides that all shares of capital stock of the consistent corporation are converted into cash then the merger approved by the board doesn’t need to include any provision (Sec. 5). 

• Specifies that a disclosure letter in connection with the merger that modify conditions in the agreement be adopted under Title 8 (Sec 5B).

Full Bill Text