Derivative Litigation, 698 A.2d 959 (Del. This is FindLaw's hosted version of Delaware Code Title 8. Use this page to navigate to all sections within the Title 8. Both Delaware and the Model Act allow for directors to be exculpated for some breaches of the duty of care. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock. Subchapter X. (g) Unless otherwise agreed for all purposes of the laws of the State of Delaware or as required under applicable non-Delaware law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity and shall constitute a continuation of the existence of the … The Sections of the Delaware Code that pertain to the Division of Corporations are: Chapter 96 – Recorders, 9605, 9607, 9624 and 9625. The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware. 7 In addition to Folk's materials in note 5, supra, see Arsht 9- Stapleton, Delaware General Corpotation Law: 1969, 25 Bus. Introduction; Purposes of Legal Citation; Types of Citation Principles; Levels of Mastery; Citation in Transition; Who Sets Citation Norms; HOW TO CITE ... Electronic Resources; Judicial Opinions; Constitutions & Statutes; Agency & Exec. In re Caremark International Inc. ('Pfizer'), a corporation incorporated under the laws of the State of Delaware, U.S .A., proposes to acquire sole control within the meaning of Article 3 (1) (b) of the Council Regulation of Wyet h, a corporation inco rporated under the laws of the State of Delaware, U.S .A. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. ('Wyeth'), by way of purchase of shares. LEGAL ED. Delaware's Section 102(b)(7) expressly enables a corporation to amend. Material; Arbitrations; Court Rules; Books; Law Journal Writing (Delaware has also developed advanced modern statutes for business entities other than corporations. J. . Distributions and Resignation. The plaintiffs filed this action to enforce their statutory inspection rights. There is no annual amount payable, how-ever, by a statutory trust under the Delaware Statutory Trust Act. Name of State and Statute Delaware, Delaware General Corporation Law (8 Citation Under Which Organized Del. officers “shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person” if they are “successful on the merits or otherwise in defense of any claim, issue or matter.” Traditionally, the role and titles of the officers will be spelled out internally in the bylaws of the company, but not listed on the Certificate of Incorporation filed with the state of Delaware. This un-annotated text is intended for quick reference of the corporation law of Delaware. Subchapter IX. It has been the most important jurisdiction in United States corporate law since 10th March 1899 when it enacted corporate-friendly laws to attract businesses from New York. The Cumulative tables lists the regulations that have been proposed, adopted, amended or repealed in the Delaware Register of Regulations, beginning in July of 1997 with Volume 1, Issue 1. By contrast, Delaware’s corporate law applies to all Delaware corporations no matter where they are located, whether their headquarters are in a different state or in a different country. Federal law can play an important role in the business of a corporation, but state law plays the primary role in the internal affairs of the corporation. Corporations. Delaware acquired its status as a corporate haven in the early 20th century. Such notice shall also be published at least once a week for 2 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 $10,000,000 or more in total assets at the time of its dissolution, at least once in … The regulations are listed alphabetically by the promulgating agency, followed by a citation to that issue of the Register in which the regulation was published. eur-lex.europa.eu. Section 228 of the DGCLrequired that the company, when acting throughwritten Submission of matters for stockholder vote. As time allows, research assistance is given to the general … GENERAL CORPORATION LAW Subchapter I Formation § 103. VisiLaw is a system for marking statutes to … 371, signed by the Governor on June 16, 2016. Section 220(b) of the Delaware General Corporation Law grants “[a]ny stockholder” the right “to inspect for any proper purpose . GENERAL CORPORATION LAW ... Delaware may have more current or accurate information. This Quick Desk Reference Series edition of the Delaware General Corporation Law contains the Chapters 1 and 5 of Title 8 of the Delaware Code, including the General Corporation Law and the Corporation Franchise Tax chapters. Read the code on FindLaw ... Search by Keyword or Citation. Corporations Section 312. Subchapter XI. Unlike the Delaware General Corporation Law, there is no mandatory indemnification default provision in the LLC Act or the LP Act as there is in DGCL § 145. Contents of Certificate of Incorporation.TTTTTTTTTTTTTTTTTTTTTTTT 402 ... GENERAL CORP. LAW OF DELAWARE Section Page 232. corporations, including most of the Fortune 1000. 13. Legislative Library. Amendments to the Delaware Code – You may view Amendments to the Delaware Code by year. Delaware Corporation and Business Entity Laws. . ALWD Citation Manual; eBook. FOIA Requests The foundation of Delaware’s business advantage is its General Corporation Law (“DGCL”). The court uses judges (called chancellors), not juries, which typically allows for … It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any; LAw. General Corporation Law Subchapter VII. the group of laws and statutes governing businesses and corporationsin the State of Delaware. Nature and Extent of Affiliation Chicago Board Options Exchange, Incorporated provides technology services to NSX on a contractual basis. Assignment of Limited Liability Company Interests. [t]he corporation’s stock ledger, a list of its stockholders, and its other books and records . The exculpation provisions are found in Delaware General Corporate Law section 102(b)(7) and in Model Act section 2.02(b)(4). requirements imposed by Delaware law . Part of the Law Commons Recommended Citation Brett McDonnell, Bylaw Reforms for Delaware's Corporation Law, 33 DEL. Laws, c. 122, § 8 ; § 362. Corporations § 146. Meetings, Elections, Voting and Notice ... of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery. Current as of January 01, 2019 | Updated by FindLaw Staff. That process typically includes the filing of incorporation documents with a state agency (like the Division of Corporations in the Delaware Secretary of State’s Office). The state law then will govern issues like the corporation’s organizational documents, stockholders’ rights, and directors’ fiduciary duties. Form of Organization Corporation. [ See Delaware’s Alternatives to Corporations.] Delaware Title 8. The Delaware General Corporation Law Form a Delaware Corporation Now Disputes within corporations and limited liability companies (LLCs) are usually heard in the Delaware Court of Chancery. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The library is located on the ground floor of Legislative Hall and is non-partisan, with the primary function of serving the Legislators and their staff. Foreign Limited Liability Companies. This citation is then incorporated into the end of each section of the Delaware Statutory Code which provides the history of that particular section. LAw. The table below provides relevant deadlines and amounts payable by corporations and alternative business entities under Delaware law. Ch. .” 8 Del. Delaware Corporation and Business Entity Laws. The Sections of the Delaware Code that pertain to the Division of Corporations are: Chapter 96 – Recorders, 9605, 9607, 9624 and 9625. More Information. Subchapter VII. 2016 Amendments to the Delaware General Corporation Law July 7, 2016 On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 2018 Delaware Code Title 8 - Corporations CHAPTER 1. There is no statutory codification of the Duty of Care in the Delaware General Corporation Law. General Corporation Law… Over 40 percent of the companies listed on the New York Stock Exchange are incorporated in Delaware. Expand sections by using the arrow icons. For example, Section 262 of the Delaware General Corporation Law (“DGCL”) required that the company inform stockholders of their appraisal rights within ten days of the consummation the merger. AmerisourceBergen rejected the plaintiffs’ request in its entirety, contending that the plaintiffs lacked a proper purpose, and alternatively, the scope of the requested inspection was overly broad. Lawyers from Delaware and other jurisdictions need a common language for their specific citation needs. Delaware Code Title 8. As of April 14, 2018, Delaware’s security breach notification law requires any person who conducts business in Delaware and who owns, licenses, or maintains personal information of Delaware residents, to notify Delaware residents when the personal information of those Delaware residents has been subject to a data security breach. VisiLaw is a system for marking statutes to make them easier to read. More than one million business entities take advantage of Delaware's complete package of incorporation services, including modern and flexible corporate laws, our highly-respected Judiciary and legal community, a business-friendly government, and the customer-service-oriented staff of the Division of Corporations. This paper contains a short introduction to VisiLaw and a complete, VisiLaw-marked copy of the Delaware General Corporation Law, including all laws through and including Delaware House Bill No. Public benefit corporation defined; contents of certificate of incorporation. Derivative Actions. Abstract. 8 Del. The General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware. C. 1953, § 226; 56 Del. Welcome to the Delaware General Assembly’s Legislative Library. 287 (1969); Arsht & Stapleton, Delaware's New General Corporation Law: Substantive Changes, 23 Bus. Corporations. The officers of a Delaware general corporation, close corporation or public benefit corporation play a vital role in the daily operations and management of the company.. 2012 Delaware Code Title 8 - Corporations CHAPTER 1. pursuant to Section 220 of the Delaware General Corporation Law. For example: 75 Del. Chapter 1. A majority of the publicly traded Fortune 500 companies are Delaware corporations. Law c. 268 refers to House Bill 399 of the 143rd General Assembly. Part of the Insurance Law Commons Recommended Citation James B. Behrens, Delaware Section 102(b)(7): A Statutory Response to the Director and Officer Liability ... limited to his intentional misconduct in managing the corporation. GENERAL CORPORATION LAW View the 2019 Delaware Code | View Previous Versions of the Delaware Code. The court uses judges (called chancellors), not juries, which typically allows for rulings based on issues of fact and law. Below is a brief summary of the Delaware General Corporation Law. This is informational and should not be misconstrued as legal advice. Dissolution. Incorporators; How Corporation Formed; Purposes.TTTTTTTTTTTTT 402 102. Exculpation. A leading treatise on Delaware General Corporation Law (DGCL) observed: By any measure, Delaware is the preeminent state in corporation law. Date of Incorporation February 4, 1972. Under Delaware law, most Delaware business entities and foreign entities qualified to do business in Delaware must make annual payments to the State of Delaware. This paper contains a short introduction to VisiLaw and a complete, VisiLaw-marked copy of the Delaware General Corporation Law, including all laws enacted during the Delaware legislature’s regular session ending June 30, 2017. 79 Del. 1996), is a civil action that came before the Delaware Court of Chancery.It is an important case in United States corporate law and discusses a director's duty of care in the oversight context. 75 (1967); Carroon, The Proposed New Delaware Corporation Statute, 20 J. . The Guide is based on the Bluebook: A Uniform System of Citation (Columbia Law C. § 101, et seq). PDF; WHAT AND WHY? C. § 220(b). (Delaware law reviews can use these citation formats as well, taking into account the differences between Delaware Uniform Citation(DUC) attempts to provide that common language. E. DELAWARE GENERAL CORPORATION LAW (Selected Sections) Contents Section Page 101. Subchapter VIII. . 522 (1968). This revised guide to the Delaware rules governing legal citation and style is intended to provide uniformity, clarity, and consistency in the Superior Court’s decisions, and to make life easier for each arriving generation of law clerks.