Delaware Incorporation

SIXTH: The powers of the Incorporator are to terminate uponfiling of the Certificate of Incorporation, and the name and addressof the person who is to serve as Director until his successors areelected are as follows: ... [Read More]

2002 Delaware Bar Examination Questions
Conglomerate Company ("Conglomerate") has holdings in various businesses throughout the world. Conglomerate is wholly owned by Mr. Giant, its chairman and CEO. Conglomerate's principal business interest in the United States is Health Drinks Sub, Inc. ("Sub"), a Delaware corporation, which manufactures and distributes popular, vitamin-rich drinks. To help finance its growth, in 1995, Sub successfully offered to the public 4.9 million of Sub's 10 million authorized and outstanding shares at $20/share, leaving Conglomerate with 5.1 million shares and a 51% interest in Sub. Sub has no provision in its Certificate of Incorporation exculpating directors from liability under 8 Del. C. § 102(b)(7). Sub's shares are traded on a national securities exchange. ... [Read More]

2003 Delaware Bar Examination Questions
ABC's certificate of incorporation provides that ABC "shall indemnify the corporation's directors to the full extent permitted by the Delaware General Corporation Law." ABC's certificate of incorporation also provides that ABC's directors are exculpated from liability to ABC and its stockholders to the maximum extent permitted by the Delaware General Corporation Law. ... [Read More]

For Delaware Bankruptcy Court, Appeal is a Mixed Blessing
Over the years, the U.S. Bankruptcy Court for the District of Delaware has been a magnet for business bankruptcies. A combination of experienced bankruptcy judges, proximity to major financial centers, and state tax structures and incorporation laws friendly to corporations, has made Delaware attractive to corporations who might file for bankruptcy. In fact, the court's appeal has nearly redefined the meaning of a "mega" bankruptcy case. ... [Read More]

CBT Step One Ltr
Re: Proposed Certificate of Incorporation and Bylaws, Proposed Extinguishment of the Current Charter and Below-listed Exchange Rules, and Request to Transfer All Existing Contract Market Designations to Delaware CBOT, Inc., to Implement Step One of CBOT’s Restructuring Plan (Reference No. 2023.01) ...

By letters dated June 29, 2000, through July 27, 2000, the Chicago Board of Trade (“CBOT”) and Delaware CBOT, Inc. submitted to the Commodity Futures Trading Commission, (“Commission”) pursuant to Sections 4c, 5a(a)(12)(A) and 6 of the Commodity Exchange Act (“Act”), 7 U.S.C. §§ 6c, 7a(a)(12)(A) and 8, and Commission Regulation 1.41(c), a proposal to implement Step One of its Restructuring Plan. In order to effectuate its proposal, CBOT also has proposed a new Certificate of Incorporation and Bylaws, a deletion of CBOT’s current Charter and the below-listed rules, and a request for the transfer of all of CBOT’s existing contract market designations to Delaware CBOT, Inc. CBOT has notified the Commission that it intends to transfer all contracts listed for trading by exchange certification to Delaware CBOT, Inc. Step One of CBOT’s proposed Restructuring Plan would convert CBOT from an Illinois not-for-profit membership corporation into a Delaware not-for-profit member corporation, kno ... [Read More]

SBA: Business Names
For free tips and how to's on Incorporation, see mycorporation.com's "Learn About Incorporating" area. ...

Business Names, Licenses, or Incorporations ... [Read More]

CBT Step One Memo
31 See Delaware NFP CBOT Certificate of Incorporation, Article Sixth. See also Exhibit B, Section 5 of the Delaware NFP CBOT Certificate of Incorporation. ...

Some of the current CBOT rules would be repealed or eliminated in their entirety in order to implement Step One of the restructuring. This is because they would either: (1) be expressly set forth in the Delaware NFP Certificate of Incorporation and/or Bylaws; (2) be replaced with different provisions in the Delaware NFP Certificate of Incorporation and/or Bylaws in order to achieve a similar effect under the DGCL or modernize the corporate governance of Delaware NFP CBOT; or (3) not be enforceable under, or consistent with, the DGCL. 40 ... [Read More]

First State Judiciary - Court of Chancery History
Delaware's emergence as the premier state for incorporation also has roots in the nineteenth century. During most of that century, incorporation in Delaware was accomplished by special legislative charter. Dartmouth College v. Woodward , 4 Wheat. 518 (1819), temporarily reduced legislative control of corporate charters by holding that a corporate charter was a contract that a future legislature could not unilaterally change. However, the states regained their authority by including in each charter, and later in general corporation laws and state constitutions, provisions expressly reserving the state's right to amend corporate charters. (45) ... [Read More]