- If a corporation refuses to issue replacement shares [see § 167], the owner may apply to the Court of Chancery for an order requiring the corporation to show cause why it should not issue them. The complaint shall state the name of the corporation, the number and date of the certificate (if known or ascertainable by the plaintiff), the number of shares represented thereby and to whom issued, and the circumstances attending its loss, theft or destruction. Thereupon the court shall make the order requiring the corporation to show cause at a time and place therein designated. A copy of the complaint and order shall be served upon the corporation at least 5 days before the time designated in the order.
- If, upon hearing, the court is satisfied that
- the plaintiff is the lawful owner of the number of shares, or any part thereof, described in the complaint,
- the certificate therefor has been lost, stolen or destroyed, and
- no sufficient cause has been shown why replacement shares should not be issued, it shall make an order requiring the corporation to issue and deliver to the plaintiff replacement shares. In its order the court shall direct that the plaintiff give the corporation a bond in such form and with such security as to the court appears sufficient to indemnify the corporation against any claim that may be made against it in relation with the issue of the replacement shares. The corporation’s liability shall be limited to the amount specified in such bond.