The Proposed DGCL Amendments would remove the requirement under Section 228 that stockholders who act by written (or electronic) consent must also individually date their signature.The Proposed DGCL Amendments also provide that stockholder consents must be delivered to the corporation within 60 days of the first date on which a written consent is delivered to the corporation.
Generally, by adopting this automated “blockchain” technology, corporations will be able to streamline the process through which they track and record the transfer of stock by eliminating delays between intermediaries involved with corporate transactions and manual error that may occur in such transactions. .” This language is consistent with the concept of a decentralized electronic database because such records could be “administered . With respect to the stock ledger, the Proposed DGCL Amendments specify that electronic networks may be used to (i) prepare the list of stockholders required by Section 219 with respect to meetings of stockholders and Section 220 with respect to the inspection of the corporation’s books and records and (ii) record transfers of stock governed by Article 8 of the Uniform Commercial Code of Delaware.
To accomplish the main purpose behind the Proposed DGCL Amendments, Section 224, which governs the form of records that a corporation must maintain, will be amended to clarify that records “administered by or on behalf of the corporation” are permitted to be maintained on “one or more electronic networks or databases (including one or more distributed electronic networks or databases) . The records must be convertible into “clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision” of the DGCL.
Finally, the Proposed DGCL Amendments make changes to several sections of the DGCL that allow electronic notice to be given to holders of uncertificated shares.
By contrast, Section 228 currently provides that “[n]o written consent shall be effective to take the corporate action referred to therein unless, in the manner required by this section to the corporation,” written consents executed by the requisite number of stockholders required to take such corporate action are delivered to the corporation.
 Calculating the 60-day period under the statute based upon the first day on which a written (or electronic) consent is delivered to the corporation, rather than according to the earliest dated written (or electronic) consent, is consistent with the elimination of the individual dating requirement contemplated by the Proposed DGCL Amendments.
The Corporation Law Section of the Delaware State Bar Association recently approved amendments (the “Proposed DGCL Amendments”) to the General Corporation Law of the State of Delaware (the “DGCL”), which would allow Delaware corporations to use networks of electronic databases — so-called “distributed ledgers” or “blockchain” — to manage corporate records, including stock lists.
The Proposed DGCL Amendments also remove a previous requirement that stockholder consents under Section 228 of the DGCL bear the date of each stockholder’s signature and amend various sections of the DGCL to allow for mergers of Delaware corporations with entities organized outside the laws of the United States.
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Finally, Delaware’s business combination statute will be amended to clarify the effective time of amendments to a corporation’s certificate of incorporation opting out of the restrictions imposed by the statute.
If approved by the Delaware General Assembly, as it relates to the amendments to the requirements for stockholder consents, the Proposed DGCL Amendments will become effective on or after August 1, 2017, for stockholder action taken by consent having a record date for purposes of determining stockholders entitled to consent on that date.
As currently drafted, Section 203(b) provides that such an amendment would be effective upon the Under the Proposed DGCL Amendments, Section 374 of the DGCL would be amended to clarify the contents of the annual report required to be filed by a foreign corporation doing business in Delaware.