Section 1. Section 1 of this Act amends Section 102(a)(1) to provide that the name of a corporation must be such as to distinguish it from the name of any registered series of a limited liability company. Section 2. Sections 2 and 3 of this Act amend Section 114. Section 114 translates the provisions of Title 8, to determine which provisions apply to nonstock corporations. As amended, Section 114 allows nonstock corporations to use the provisions of Sections 204 and 205 to ratify defective corporate acts. Section 3. Sections 4 through 8 of this Act amend Section 204. The addition of new Section 204(c)(2) confirms that Section 204 remains available for use in ratifying defective corporate acts in circumstances where no valid stock is outstanding, consistent with the existing provisions of Section 204 specifying that only valid stock is entitled to vote on the ratification of a defective corporate act that requires or required a vote of stockholders. The changes to Section 204(d) clarify that, in cases where a vote of stockholders is being sought for the ratification of a defective corporate act at a meeting of stockholders, the notice that is required to be given to holders of valid stock or putative stock as of the time of the defective corporate act may be given to the holders of valid stock or putative stock as of the record date for the defective corporate act if such defective corporate act involved the establishment of a record date. Section 204(g) is also being amended to provide that public companies may give such notice through disclosure in a document publicly filed with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934. Section 204(h)(1) is being amended to clarify and confirm that any act or transaction that a corporation takes that is within its power under subchapter II of the Delaware General Corporation Law (i.e., any act or transaction other than those that are expressly denied, such as the power of issuing bills, notes, or other evidences of debt for circulation as money, or carrying on the business of receiving deposits of money) may be subject to ratification under Section 204 if such act or transaction was void or voidable due to a "failure of authorization." The amendments to Section 204(h)(1) are intended to eliminate any implication from Nguyen v. View, Inc., C.A. No. 11138-VCS (Del. Ch. June 6, 2017), suggesting that an act or transaction may not be within the power of a corporation—and therefore may not constitute a "defective corporate act" susceptible to cure by ratification—solely on the basis that it was not approved in accordance with the provisions of the Delaware General Corporation Law or the corporation's certificate of incorporation or bylaws. The amendments would not, however, disturb the power of the Court of Chancery to decline to validate a defective corporate act that had been ratified under Section 204, or to declare invalid any defective corporate act, on the basis that the failure of authorization that rendered such act void or voidable involved a deliberate withholding of any consent or approval required under the Delaware General Corporation Law, the certificate of incorporation or bylaws, nor would it limit, eliminate, modify or qualify any other power expressly granted to the Court of Chancery under Section 205 of the Delaware General Corporation Law. Section 204(h)(2) is being amended to make clear that the failure of an act or transaction to be approved in compliance with the disclosure set forth in any proxy or consent solicitation statement may constitute a failure of authorization. Section 4. Sections 9 and 10 of this Act amend Section 262. The amendments to Section 262(b) will apply the "market out" exception to the availability of statutory appraisal rights to "intermediate form" mergers effected pursuant to Section 251(h). As currently drafted, Section 262(b)(3) provides that, if all of the stock of a subsidiary Delaware corporation party to a merger effected pursuant to Section 251(h) are not owned by the parent immediately prior to the merger, appraisal rights will be available for the shares of the subsidiary Delaware corporation, whether or not the market out exception would otherwise apply to an analogous "long form" merger, effectively ensuring that the market out exception will not be available to any exchange offer effected pursuant to Section 251(h). As amended, Section 262(b) will provide that, in the case of a merger pursuant to Section 251(h), appraisal rights will not be available for the shares of any class or series of stock of a target corporation that were listed on a national securities exchange or held of record by more than 2,000 holders as of immediately prior to the execution of the agreement of merger, so long as such holders are not required to accept for their shares anything except (i) stock of the surviving corporation (or depository receipts in respect thereof), (ii) stock of any other corporation (or depository receipts in respect thereof) that at the effective time of the merger will be listed on a national securities exchange or held of record by more than 2,000 holders, (iii) cash in lieu of fractional shares or fractional depository receipts in respect of the foregoing, or (iv) any combination of the foregoing shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts. The changes to Section 262(e) effect a technical clarifying change with respect to the statement required to be furnished by the surviving corporation thereunder. Currently, Section 262(e) requires the surviving corporation to provide, upon request and subject to specified conditions, a statement to dissenting stockholders setting forth the aggregate number of shares that were not voted in favor of the merger or consolidation and as to which demands for appraisal have been received, and the aggregate number of holders of such shares. The changes to Section 262(e) give recognition to the fact that, in the case of a merger effected pursuant to Section 251(h), no shares are "voted" for the adoption of the agreement of merger. Instead, if a requisite number of shares of a target corporation are tendered for purchase or exchange in a tender offer satisfying the requirements of Section 251(h), the merger of the target corporation may be effected without a vote of its stockholders. The amendment to Section 262(e) thus clarifies that the statement provided pursuant thereto in connection with a merger effected under Section 251(h) must set forth the relevant shares not tendered for exchange or purchase rather than the shares not voted for the merger. Section 5. Section 11 of this Act amends Section 284 to clarify that the Attorney General has the exclusive authority to move for the revocation or forfeiture of a charter of a corporation pursuant to Section 284. As amended, Section 284 also clarifies that, in light of electronic filing, the Attorney General may file a complaint seeking revocation or forfeiture in the Court of Chancery without regard to county. Section 284 is also amended to provide expressly that the Court of Chancery has the power to appoint a trustee to administer and wind up the affairs of a corporation whose charter has been revoked or forfeited pursuant to Section 284. Section 6. Section 12 of this Act amends Section 313(b) to reflect the current practice of the Office of the Secretary of State relating to the filing of certificates of revival for exempt corporations. Section 13 of this Act amends Section 502(a) to reflect the current practice of the Office of the Secretary of State relating to the filing of annual reports for exempt corporations. Section 7. Sections 14 through 17 of this Act relate to the effectiveness of the amendments to Title 8. Section 14 of this Act provides that Section 1 of this Act (relating to the amendments to Section 102(a)(1)) are effective on August 1, 2019. Section 15 of this Act provides that Sections 2 and 3 and Sections 11 through 13 of this Act (relating to the amendments to Sections 114, 284, 313(b) and 502(a)) are effective on August 1, 2018. Section 16 of this Act provides that Sections 4 through 8 of this Act (relating to the amendments to Section 204) are effective only with respect to defective corporate acts ratified or to be ratified pursuant to resolutions adopted by a board of directors on or after August 1, 2018. Section 17 of this Act provides that Sections 9 and 10 of this Act (relating to the amendments to Section 262) are effective only with respect to a merger or consolidation consummated pursuant to an agreement entered into on or after August 1, 2018.
Sponsored bills
In December 2016, the federal Office of Child Support Enforcement issued final regulations titled "Flexibility, Efficiency, and Modernization in Child Support Enforcement Programs," 81 Fed. Reg. 93,492 (Dec. 20, 2016) (codified at 42 C.F.R Pt. 433). This Act updates to whom Delaware's Division of Child Support Services can send child support payments, in compliance with the federal regulations.
This Act restores the Delaware Prescription Drug Payment Assistance Program (“Program”), which was eliminated in the Fiscal Year 2018 Annual Appropriations Act. This Act replaces Senate Bill 148 and makes the following additional changes: (1) Delays implementation of the Act until January 1, 2019, to coordinate with the Medicare Part D benefit year to enable the Department of Health and Social Services (“Department”) to make necessary system changes. (2) Makes changes to the defined term “prescription drugs.” (3) Removes provisions required to be included in rules and regulations promulgated by the Department. (4) Adds provisions that may be included in rules and regulations promulgated by the Department. (5) Makes technical corrections to conform the provisions of the restored Program to the standards of the Delaware Legislative Drafting Manual.
This is a housekeeping bill to codify the existing practices with administering the Municipal Street Aid program.
This Act creates the Delaware Advance Scholarship Program (“Program”). The goal of this Act is to encourage Delaware students with intellectual disabilities to pursue studies for a comprehensive certificate or degree at a Delaware institution of higher education in order to promote economic self-sufficiency. This will result in an economic benefit to the State in the form of a more diverse, well-prepared workforce that is less reliant on government support. This Act follows the Higher Education Opportunities Act of 2008, which authorizes comprehensive transition and post-secondary programs as a pathway to higher education for students with intellectual disabilities. The Program will be effective beginning in the 2018 through 2019 academic year.
This bill removes an out-of-date provision in the Code that authorizes Kent County Government to employ a janitor or janitors for the care of the County Courthouse. The State purchased the Kent County Courthouse from Kent County in 2003.
In 2006, Delaware enacted “Jessica’s Law,” which requires first time offenders convicted of a specified sexual offense against a child under 14 years of age and individuals previously convicted of a Class A or B sexual offense in Title 11 and subsequently convicted of a specified sexual offense sentences be sentenced to at least 25 years in prison, up to life. The specified sexual offenses in “Jessica’s Law” are Rape in the Third Degree (where the defendant engages in sexual penetration with the victim without the victim’s consent or with a victim who is under 16 years of age and causes physical injury or serious mental or emotional injury); Rape in the Second Degree; Rape in the First Degree; Dangerous Crime Against a Child; Sexual Offender Unlawful Sexual Conduct Against a Child; and Sexual Abuse of a Child by a Person in a Position of Trust, Authority, or Supervision in the First Degree (where the defendant engages in sexual penetration or sexual intercourse with a child under 16 years of age). Data from the Federal Bureau of Investigation's Nation Incident-Based Reporting System indicates that 1 of every 7 victims of sexual assaults is under the age of 6. This Act updates “Jessica’s Law,” enhancing penalties for especially vulnerable victims, as follows: (1) Requiring that an individual convicted of one of the specified offenses in “Jessica’s Law” be sentenced to an additional 5 years in prison if the victim is a child under the age of 7. (2) Requiring that an individual convicted of Unlawful Sexual Contact in the First Degree (involving a child under the age of 13) or Kidnapping in the Second Degree (for the purpose of violating or abusing the victim sexually) be sentenced to at least 5 years in jail if the victim is a child under the age of 7. (3) Requiring that an individual convicted of Kidnapping in the First Degree (for the purpose of violating or abusing the victim sexually) be sentenced to at least 10 years in jail if the victim is a child under the age of 7. Additionally, this Act requires the Superior Court to impose these sentences upon the application of the State.
Section 1 of this Act provides that the Director of Revenue shall make tax returns available via the Internet on or before January 15 of each tax year. Section 2 of this Act clarifies that a judgment lien, as opposed to the underlying judgment, filed by the Division of Revenue continues for 20 years. This makes the statutory language consistent with applicable case law. Section 3 of this Act authorizes the Division of Revenue to enter into agreements to share information with agencies on whose behalf the Division receives and processes tax returns and payments. Section 4 of this Act provides that estimated tax payments will not be required unless the taxpayer expects to owe more than $800. Sections 5 and 6 of this Act provide that licensees who operate amusement and vending machines are not obligated to affix a license to the machines because the Division of Revenue has not issued vending machine stamps for many years because of the cost to have them printed. Section 7 of this Act provides that if any of the provisions are found to be unconstitutional, the remaining provisions will stand. Section 8 of this Act provides that Section 4 of this Act applies for tax years commending after December 31, 2017.
This Act expands the total number of vice-chancellors on the Court of Chancery to 6 and makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual.