SB 53

Abstract

Delaware has consistently been regarded as the preeminent state nationwide with regards to its treatment of corporations due to the fact that the Delaware Corporate Code has continued to evolve in a way to ensure fairness in the treatment of corporations that choose to incorporate in Delaware. Recent cases have brought to light the fact that portions of the Delaware Corporate Code are deficient in providing fair and equitable remedies in specific regards to deadlock situations. In an attempt to maintain preeminence in the realm of corporate law and to ensure the continued fair and equitable treatment of corporations in Delaware, this bill provides that the Court of Chancery may only appoint a custodian to dissolve or sell a solvent corporation to resolve deadlock if (1) alternative remedies prove insufficient after three years or (2) unless the necessary parties stipulate to such a sale.