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Del. Gen. Corp. L.
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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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Del. Gen. Corp. L.
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Subchapter 10. Sale of Assets, Dissolution and Winding Up
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§ 276 – § 285
§ 276 – § 285
[Omitted]
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§ 272 - § 274