Delaware General Corporation Law - General Benefits

General Benefits

• §102(b)(6) shareholders are not liable for corporate debts.
• §109(a) shareholders have the right to change the bylaws.

• §141(a) 'The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation.' So there is a requirement for a board of directors or a comparable organ.
• §141(b) the board's quorum for director meetings cannot be under one third.
• §141(c) committees of the board cannot be given authority to amend the certificate of incorporation, merge, or recommend dissolution or sale to shareholders, or amend by laws.
• §141(d), a director can serve no longer than three years, and if the board is classified one class must stand for election each year
• §141(k) states that directors can be removed without any cause, unless the board is "classified", meaning that directors only come up for re-appointment on different years. If the board is classified, then directors cannot be removed unless there is gross misconduct.
• §170, regulation of distributions.

• §202(b), restrictions on transferability of stock cannot be imposed on shares previously issued without the shareholder's consent.
• §211, there must be an annual meeting of shareholders for election of directors and (d) shareholder meetings can only be called if the constitution allows for it.
• §216, the quorum for shareholder meetings cannot be less than one-third of those entitled to vote. Also allows for plurality voting.
• §218, a voting trust cannot last longer than ten years.
• §219, shareholders have the right to inspect the shareholder register within ten days of a meeting.
• §220, right to inspect corporations books and record for a proper purpose at any time.
• §242(b)(1) any constitutional amendment requires a resolution by the directors, and then a majority vote of shareholders, and the affected classes.
• §271, sale of substantially all the corporation requires majority shareholder approval.
• §275, dissolution of the corporation requires majority shareholder approval.
• §262, shareholders dissenting from a merger have the right to be bought out at a fair value.
• §327, shareholders have the right to a derivative claim for a breach of duties of care or loyalty.