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§ 253. Merger of parent corporation and subsidiary corporation or corporations. (2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the actions, required by § 252(d) of this title or § 258(c) of this title, as applicable.
Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues.
Section 170 - Dividends; payment; wasting asset corporations (a) The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either: (1) Out of its surplus, as defined in and computed in ance with ...
Ratification of Defective Corporate Acts Section 204 of the DGCL provides the procedure by which corporations may ratify a defective corporate act that is otherwise void or voidable due to a failure to properly authorize these acts, such as officer or director appointments or stock issuances.
If the name of the foreign corporation conflicts with the name of a corporation, partnership, limited partnership, limited liability company or statutory trust organized under the laws of this State, or a name reserved for a corporation, partnership, limited partnership, limited liability company or statutory trust to ...
Section 160 provides that no corporation may purchase or redeem its shares when the capital of the corporation is impaired or would be impaired as a result of such purchase or redemption. A repurchase impairs capital if the funds used for the repurchase exceed the amount of the surplus.
Section 160 - Corporation's powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption (a) Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with ...
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
Section 203 is an antitakeover statute in Delaware which provides that if a person or entity (an ?interested stockholder?) acquires 15% or more of the voting stock of a Delaware corporation (the ?target?) without prior approval of the target's board, then the interested stockholder may not engage in a business ...