Delaware Clauses Relating to Transactions with Insiders are legal provisions that address the governance of conflicts of interest between company insiders and the corporation itself. Insiders include directors, officers, major shareholders, and their affiliated entities. These clauses are primarily designed to ensure fairness and protect the interests of the corporation and its shareholders. Here are some types of Delaware Clauses Relating to Transactions with Insiders: 1. Delaware Insider Trading Prohibition: This provision prohibits insiders from using material non-public information to gain an unfair advantage in trading securities of the corporation. It establishes strict guidelines to prevent insider trading and ensures transparency in transactions. 2. Delaware Duty of Loyalty: This duty requires insiders to act in the best interest of the corporation and its shareholders. It prohibits insiders from engaging in transactions that could create a conflict of interest or adversely impact the corporation, such as self-dealing or using corporate opportunities for personal gain. 3. Delaware Self-Dealing Restrictions: This clause restricts insiders from entering into transactions with the corporation that could compromise their independence and objectivity. It requires such transactions to be fair and reasonable, approved by disinterested directors, and disclosed to shareholders. 4. Delaware Interested Director Transactions: This provision specifies the criteria and procedures for approving transactions in which interested directors have a financial interest. These transactions require the approval of disinterested directors, disclosed to shareholders, and should be fair and reasonable to the corporation. 5. Delaware Corporate Opportunity Doctrine: This principle requires insiders to offer business opportunities that are within the corporation's line of business and reasonably available to the corporation before pursuing them personally or through other entities. It prevents insiders from using their positions for personal gain at the expense of the corporation. Overall, these Delaware clauses aim to promote transparency, fairness, and corporate governance by safeguarding the interests of corporations and their shareholders in transactions involving insiders. Compliance with these provisions is crucial for maintaining trust and integrity within the business community and ensuring efficient corporate decision-making.
Delaware Clauses Relating to Transactions with Insiders
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§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock.
Section 278 of the code establishes a period of at least three years after dissolution during which a corporation is deemed to be ?continued.? During the three-year period, a dissolved corporation's directors can elect to follow procedures set forth in § 280 and § 281(a) of the code, or § 281(b) of the code.
Some courts have held that a transfer of approximately two-thirds in value of the assets, or 68 percent or even 75 percent of all the corporate property, is not "substantially all." Other courts have held that 85.2 percent or even 90 percent, which included all property except cash, is substantially all.
§ 272. Mortgage or pledge of assets. (a) The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.
(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money ...
Section 275 - Dissolution generally; procedure (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause ...
Corporate law centers around the provision of 8 DEL. C. § 271, requiring the approval of a majority of the outstanding voting stock of a corporation, whenever it intends to sell, lease or exchange "all or substantially all" of its assets.
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock. (a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held.
