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  • Del. Gen. Corp. L.
    • Glossary
    • Subchapter 01. Formation
      • § 101. Incorporators; how corporation formed; purposes.
      • § 102. Contents of certificate of incorporation.
      • § 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
      • § 104. Certificate of incorporation; definition.
      • § 105. Certificate of incorporation and other certificates; evidence.
      • § 106. Commencement of corporate existence.
      • § 107. Powers of incorporators.
      • § 108. Organization meeting of incorporators or directors named in charter.
      • § 109. Bylaws.
      • § 110. Emergency bylaws and other powers in emergency.
      • § 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title.
      • § 112. Access to proxy solicitation materials.
      • § 113. Proxy expense reimbursement.
      • § 114. Application of chapter to nonstock corporations.
      • § 115. Forum selection provisions.
      • § 116. Document form, signature and delivery.
    • Subchapter 02. Powers
      • § 121. General powers.
      • § 122. Specific powers.
      • § 123. Powers respecting securities of other corporations or entities.
      • § 124. Effect of lack of corporate capacity or power; ultra vires.
      • § 125. Conferring academic or honorary degrees.
      • § 126. Banking power denied.
      • § 127. Private foundation; powers and duties.
    • Subchapter 03. Registered Office and Registered Agent
      • § 131. Registered office in State; principal office or place of business in State.
      • § 132. Registered agent in State; resident agent.
      • § 133. Change of location of registered office; change of registered agent.
      • § 134. Change of address or name of registered agent.
      • § 135. Resignation of registered agent coupled with appointment of successor.
      • § 136. Resignation of registered agent not coupled with appointment of successor.
    • Subchapter 04. Directors and Officers
      • § 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
      • § 142. Officers; titles, duties, selection, term; failure to elect; vacancies.
      • § 143. Loans to employees and officers; guaranty of obligations of employees and officers.
      • § 144. Interested directors; quorum.
      • § 145. Indemnification of officers, directors, employees and agents; insurance.
      • § 146. Submission of matters for stockholder vote.
    • Subchapter 05. Stock and Dividends
      • § 151. Classes and series of stock; redemption; rights.
      • § 152. Issuance of stock; lawful consideration; fully paid stock.
      • § 153. Consideration for stock.
      • § 154. Determination of amount of capital; capital, surplus and net assets defined.
      • § 155. Fractions of shares.
      • § 156. Partly paid shares.
      • § 157. Rights and options respecting stock.
      • § 158. Stock certificates; uncertificated shares.
      • § 159. Shares of stock; personal property, transfer and taxation.
      • § 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.
      • § 161. Issuance of additional stock; when and by whom.
      • § 162. Liability of stockholder or subscriber for stock not paid in full.
      • § 163. Payment for stock not paid in full.
      • § 164. Failure to pay for stock; remedies.
      • § 165. Revocability of preincorporation subscriptions.
      • § 166. Formalities required of stock subscriptions.
      • § 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.
      • § 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.
      • § 169. Situs of ownership of stock.
      • § 170. Dividends; payment; wasting asset corporations.
      • § 171. Special purpose reserves.
      • § 172. Liability of directors and committee members as to dividends or stock redemption.
      • § 173. Declaration and payment of dividends.
      • § 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
    • Subchapter 06. Stock Transfers
      • § 201. Transfer of stock, stock certificates and uncertificated stock.
      • § 202. Restrictions on transfer and ownership of securities.
      • § 203. Business combinations with interested stockholders.
      • § 204. Ratification of defective corporate acts and stock
      • § 205. Proceedings regarding validity of defective corporate acts and stock
    • Subchapter 07. Meetings, Elections, Voting and Notice
      • § 211. Meetings of stockholders.
      • § 212. Voting rights of stockholders; proxies; limitations.
      • § 213. Fixing date for determination of stockholders of record.
      • § 214. Cumulative voting.
      • § 215. Voting rights of members of nonstock corporations; quorum; proxies.
      • § 216. Quorum and required vote for stock corporations.
      • § 217. Voting rights of fiduciaries, pledgors and joint owners of stock.
      • § 218. Voting trusts and other voting agreements.
      • § 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
      • § 220. Inspection of books and records.
      • § 221. Voting, inspection and other rights of bondholders and debenture holders.
      • § 222. Notice of meetings and adjourned meetings.
      • § 223. Vacancies and newly created directorships.
      • § 224. Form of records.
      • § 225. Contested election of directors; proceedings to determine validity.
      • § 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.
      • § 227. Powers of Court in elections of directors.
      • § 228. Consent of stockholders or members in lieu of meeting.
      • § 229. Waiver of notice.
      • § 230. Exception to requirements of notice.
      • § 231. Voting procedures and inspectors of elections.
      • § 232. Delivery of notice; notice by electronic transmission.
      • § 233. Notice to stockholders sharing an address.
    • Subchapter 08. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock
      • § 241. Amendment of certificate of incorporation before receipt of payment for stock.
      • § 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.
      • § 243. Retirement of stock.
      • § 244. Reduction of capital.
      • § 245. Restated certificate of incorporation.
      • § 246. [Reserved.]
    • Subchapter 09. Merger, Consolidation or Conversion
      • § 251. Merger or consolidation of domestic corporations.
      • § 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.
      • § 253. Merger of parent corporation and subsidiary corporation or corporations
      • § 254 – §258: Mergers of Nonstock Corporations and Joint Stock Associations
      • § 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation
      • § 260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness
      • § 261. Effect of merger upon pending actions
      • § 262. Appraisal rights.
      • § 263 – § 267
    • Subchapter 10. Sale of Assets, Dissolution and Winding Up
      • § 271 Sale, lease or exchange of assets; consideration; procedure.
      • § 272 – § 274
      • § 275 Dissolution generally; procedure.
      • § 276 – § 285
    • Subchapter 11. Insolvency; Receivers and Trustees
    • Subchapter 12. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter
    • Subchapter 13. Suits Against Corporations, Directors, Officers or Stockholders
    • Subchapter 14. Close Corporations; Special Provisions
    • Subchapter 15. Public Benefit Corporations
      • § 361 Law applicable to PBCs; how formed.
      • § 362 Public benefit corporation defined; contents of certificate of incorporation.
      • § 363 Nonprofit nonstock corporations
      • § 364 Stock certificates; notices regarding uncertificated stock.
      • § 365 Duties of directors.
      • § 366 Periodic statements and third-party certification.
      • § 367 Suits to enforce the requirements of §365(a).
      • § 368 No effect on other corporations.
    • Subchapter 16. Foreign Corporations
    • Subchapter 17. Domestication and Transfer
    • Subchapter 18. Miscellaneous Provisions
  • Federal proxy rules
    • Rule 14a-01: Definitions [verbatim, emphasis added]
    • Rule 14a-02: Solicitations to which Rules 14a–3 to 14a–15 apply
    • Rule 14a-03 Information to be furnished to security holders
    • Rule 14a-04 Requirements as to proxy
    • Rule 14a-05 Presentation of information in proxy statement
    • Rule 14a-06 Filing requirements
    • Rule 14a-07 Obligations of registrants to provide a list of, or mail soliciting material to, security holders
    • Rule 14a-08 Shareholder proposals
    • Rule 14a-09 False or misleading statements
    • Rule 14a-10 Prohibition of certain solicitations
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