To accomplish the main purpose behind the Proposed DGCL Amendments, Section 224, which governs the form of records that a corporation must maintain, will be amended to clarify that records “administered by or on behalf of the corporation” are permitted to be maintained on “one or more electronic networks or databases (including one or more distributed electronic networks or databases) . The records must be convertible into “clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision” of the DGCL.
Finally, the Proposed DGCL Amendments make changes to several sections of the DGCL that allow electronic notice to be given to holders of uncertificated shares.
Any views expressed herein are those of the author(s) and not necessarily those of the law firm’s clients.
No more ridiculous than women listing height requirements in their dating profiles, asking about height, and filtering out people with too low a number -- even though they don't actually care, it's not actually a requirement they have, it's just one they list and filter against at the online stage, despite not actually caring.
This publication/newsletter is for informational purposes and does not contain or convey legal advice.
The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.
Specifically, Section 203(b) of the DGCL will be amended to provide that, in the case of a corporation that has never had a class of voting stock listed on a national securities exchange or stock held of record by more than 2,000 holders and has not elected through its original certificate incorporation or any amendment thereto to be governed by Section 203, an amendment to a corporation’s certificate of incorporation opting out of the restrictions under Section 203 becomes effective upon filing with the Secretary of State of the State of Delaware under Section 103 of the DGCL.
In the case of all other corporations not meeting the foregoing criteria, such amendments will be effective 12 months after the effective date of such amendment.
Specifically, the amendment would make clear that the street, number, city, and postal code of the corporation’s registered office in Delaware must be included in such report and that the street, number, city, state, or foreign country of the corporation’s principal place of business also be included.Section 219(c) of the DGCL currently provides that the stock ledger is the only evidence for determining which stockholders of a corporation are entitled to vote and which stockholders are entitled to examine the list of stockholders entitled to vote at a meeting of the stockholders. ” rather than only by the corporation itself as Section 224 currently contemplates.Generally, by adopting this automated “blockchain” technology, corporations will be able to streamline the process through which they track and record the transfer of stock by eliminating delays between intermediaries involved with corporate transactions and manual error that may occur in such transactions. .” This language is consistent with the concept of a decentralized electronic database because such records could be “administered . With respect to the stock ledger, the Proposed DGCL Amendments specify that electronic networks may be used to (i) prepare the list of stockholders required by Section 219 with respect to meetings of stockholders and Section 220 with respect to the inspection of the corporation’s books and records and (ii) record transfers of stock governed by Article 8 of the Uniform Commercial Code of Delaware.The Corporation Law Section of the Delaware State Bar Association recently approved amendments (the “Proposed DGCL Amendments”) to the General Corporation Law of the State of Delaware (the “DGCL”), which would allow Delaware corporations to use networks of electronic databases — so-called “distributed ledgers” or “blockchain” — to manage corporate records, including stock lists.The Proposed DGCL Amendments also remove a previous requirement that stockholder consents under Section 228 of the DGCL bear the date of each stockholder’s signature and amend various sections of the DGCL to allow for mergers of Delaware corporations with entities organized outside the laws of the United States.