Delawares Business Entity Laws AmendedAmendments to Delawares
corporation and alternative entity laws efective August 1 include:
A corporation is prohibited from having provisions in its certicate
of incorporation or bylaws that impose liability on a stoc!holder
for attorneys fees in connection with an internal corporate claim"
A corporation can now provide in its certicate of incorporation or
bylaws that internal corporate claims must be brought in a Delaware
court# and a corporation cannot have aprovision in a certicate of
incorporation or bylaws that prohibits bringing internal corporate
claims in a Delaware court" $%nternal corporate claims$ means
claims# including derivative claims# that are based on a violation
of a duty by a current or former directoror o&cer or
stoc!holder in such capacity# or as to which the corporation law
confers 'urisdiction upon the (ourt of (hancery" )he name of a
public benet corporation is no longer re*uired to contain the words
+public benet corporation, or abbreviations +-"B"(, or +-B(,. a
corporation that is not a public benet corporation may become one
with the approval of two/thirds of the outstanding stoc!. and a
public benet corporation may cease being one with the approval of
two/thirds of the outstanding stoc!" (hanges to the Limited
Liability (ompany and Limited -artnership laws efective August 1
include: )he laws clarify when a pro0y will be irrevocable and the
efects of that irrevocability andconrmthat these provisions may not
be construed to limit the enforceability of a pro0y or power of
attorney that is part of an LL( agreement or partnership agreement"
)he default re*uirement for a class or group votein connection with
mergers and consolidations# conversions# dissolution and certain
other transactions is eliminated" 1owever# the default class or
group vote continues to apply to an LL( or L- formed before 2uly
31# 4516" 7nless otherwise provided in the LL( agreement or
partnership agreement# a delegation of the rights and powers to
manage and control the business and afairs of an LL( or L- by a
member# manager# or general partner can be irrevocable" -lease
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