Fabio
80 lines
5.2 KiB
Markdown
80 lines
5.2 KiB
Markdown
---
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type: "Bill"
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title: "AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW."
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description: "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:"
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jurisdiction: "us/states/de"
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legislature: "Delaware General Assembly"
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session: "152"
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identifier: "SB 313"
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citation: "Delaware SB 313 (152)"
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classification: ["bill"]
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subjects: []
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status: "enacted"
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primary_sponsors: ["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"]
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version_count: 1
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action_count: 7
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vote_count: 2
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first_action: "2024-05-23"
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last_action: "2024-07-17"
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source: "openstates"
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source_identifier: "ocd-bill/860f47bf-fbc9-41cb-939b-7f2802990b5c"
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source_url: "https://legis.delaware.gov/BillDetail?LegislationId=141480"
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source_hash: "d6210d01a405ac0cd0985457415eda78dda48258f020f2dd2230e6dad21cf2f7"
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vintage: "2026-07-01"
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source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
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retrieved_at: "2026-07-06"
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confidence: "reported"
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tags: ["legislation", "bill", "us-de"]
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---
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# Delaware SB 313 (152) — AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.
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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:
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## Version chain
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The bill's text revisions, in order — the diff chain from filing to enrollment.
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1. **Bill Text** (committee substitute) — [source](https://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=141480&legislationTypeId=1&docTypeId=2&legislationName=SB313)
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## Votes
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- 2/3 — **20–0** (pass) · upper
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- 2/3 — **34–7** (pass) · lower
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## Sponsors
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- Brian Pettyjohn — primary (person)
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- Bryan Townsend — primary (person)
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- David L. Wilson — primary (person)
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- David P. Sokola — primary (person)
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- John "Jack" Walsh — primary (person)
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- Kendra Johnson — primary (person)
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- Kerri Evelyn Harris — primary (person)
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- Lyndon D. Yearick — primary (person)
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- Michael Ramone — primary (person)
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- Nicole Poore — primary (person)
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- Peter C. Schwartzkopf — primary (person)
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- S. Elizabeth Lockman — primary (person)
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- Stell Parker Selby — primary (person)
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- Trey Paradee — primary (person)
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- Valerie Longhurst — primary (person)
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- William Bush — primary (person)
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## Timeline
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The legislative action history — every referral, reading, and vote.
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- **2024-05-23** Introduced and Assigned to Judiciary Committee in Senate `introduction, referral-committee`
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- **2024-06-11** Reported Out of Committee (Judiciary) in Senate with 4 On Its Merits `committee-passage`
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- **2024-06-13** Passed By Senate. Votes: 20 YES 1 ABSENT `passage`
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- **2024-06-13** Assigned to Judiciary Committee in House `introduction, referral-committee`
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- **2024-06-18** Reported Out of Committee (Judiciary) in House with 5 On Its Merits, 1 Unfavorable `committee-passage, committee-passage-unfavorable`
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- **2024-06-20** Passed By House. Votes: 34 YES 7 NO `passage`
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- **2024-07-17** Signed by Governor `executive-signature`
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## Source
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OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/860f47bf-fbc9-41cb-939b-7f2802990b5c`. Confidence: reported (aggregated from official Delaware legislature records).
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