republic-os/legislation/us/states/de/152/sb-313.md

type, title, description, jurisdiction, legislature, session, identifier, citation, classification, subjects, status, primary_sponsors, version_count, action_count, vote_count, first_action, last_action, source, source_identifier, source_url, source_hash, vintage, source_snapshot, retrieved_at, confidence, tags

type	title	description	jurisdiction	legislature	session	identifier	citation	classification	subjects	status	primary_sponsors	version_count	action_count	vote_count	first_action	last_action	source	source_identifier	source_url	source_hash	vintage	source_snapshot	retrieved_at	confidence	tags
Bill	AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.	Section 1. Section 1 of this Act amends § 122. New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a). The Court of Chancery recently observed that “[t]he expansive use of stockholder agreements suggests that greater statutory guidance may be beneficial[.]” West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, 2024 WL 747180 (Del. Ch. Feb. 23, 2024) at n.272. Accordingly, new § 122(18) specifically authorizes a corporation to enter into contracts with one or more of its stockholders or beneficial owners of its stock, for such minimum consideration as approved by its board of directors, and provides a non-exclusive list of contract provisions by which a corporation may agree to:	us/states/de	Delaware General Assembly	152	SB 313	Delaware SB 313 (152)	bill		enacted	Brian Pettyjohn Bryan Townsend David L. Wilson David P. Sokola John "Jack" Walsh Kendra Johnson Kerri Evelyn Harris Lyndon D. Yearick Michael Ramone Nicole Poore Peter C. Schwartzkopf S. Elizabeth Lockman Stell Parker Selby Trey Paradee Valerie Longhurst William Bush	1	7	2	2024-05-23	2024-07-17	openstates	ocd-bill/860f47bf-fbc9-41cb-939b-7f2802990b5c	https://legis.delaware.gov/BillDetail?LegislationId=141480	d6210d01a405ac0cd0985457415eda78dda48258f020f2dd2230e6dad21cf2f7	2026-07-01	https://data.openstates.org/daily/2026-07-01/public.pgdump	2026-07-06	reported	legislation bill us-de

Delaware SB 313 (152) — AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Section 1. Section 1 of this Act amends § 122. New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a). The Court of Chancery recently observed that “[t]he expansive use of stockholder agreements suggests that greater statutory guidance may be beneficial[.]” West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, 2024 WL 747180 (Del. Ch. Feb. 23, 2024) at n.272. Accordingly, new § 122(18) specifically authorizes a corporation to enter into contracts with one or more of its stockholders or beneficial owners of its stock, for such minimum consideration as approved by its board of directors, and provides a non-exclusive list of contract provisions by which a corporation may agree to:

Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. Bill Text (committee substitute) — source

Votes

• 2/3 — 20–0 (pass) · upper
• 2/3 — 34–7 (pass) · lower

Sponsors

• Brian Pettyjohn — primary (person)
• Bryan Townsend — primary (person)
• David L. Wilson — primary (person)
• David P. Sokola — primary (person)
• John "Jack" Walsh — primary (person)
• Kendra Johnson — primary (person)
• Kerri Evelyn Harris — primary (person)
• Lyndon D. Yearick — primary (person)
• Michael Ramone — primary (person)
• Nicole Poore — primary (person)
• Peter C. Schwartzkopf — primary (person)
• S. Elizabeth Lockman — primary (person)
• Stell Parker Selby — primary (person)
• Trey Paradee — primary (person)
• Valerie Longhurst — primary (person)
• William Bush — primary (person)

Timeline

The legislative action history — every referral, reading, and vote.

• 2024-05-23 Introduced and Assigned to Judiciary Committee in Senate introduction, referral-committee
• 2024-06-11 Reported Out of Committee (Judiciary) in Senate with 4 On Its Merits committee-passage
• 2024-06-13 Passed By Senate. Votes: 20 YES 1 ABSENT passage
• 2024-06-13 Assigned to Judiciary Committee in House introduction, referral-committee
• 2024-06-18 Reported Out of Committee (Judiciary) in House with 5 On Its Merits, 1 Unfavorable committee-passage, committee-passage-unfavorable
• 2024-06-20 Passed By House. Votes: 34 YES 7 NO passage
• 2024-07-17 Signed by Governor executive-signature

Source

OpenStates / OpenCivicData bulk snapshot 2026-07-01; origin ocd-bill/860f47bf-fbc9-41cb-939b-7f2802990b5c. Confidence: reported (aggregated from official Delaware legislature records).