Del. Ch. Ct. R. 81 (2026)

Rule 81. Corporate Election by Magistrate (a) Appointment. The Court may appoint a Magistrate to conduct an election of directors for a Delaware corporation. The Court may condition relief on a bond to secure payment of the expense of the election. (b) Time and Place. The Magistrate may fix a time and place for the election, notwithstanding any provision in the corporation’s certificate of incorporation or bylaws. (c) Stock Ledger. The Magistrate may direct the corporation to make its stock ledger or a copy available to the Magistrate. At least 10 days before the election, the Magistrate must use the stock ledger to make an alphabetical list of the stockholders entitled to vote in the election. Any stockholder of the corporation may inspect

the list at the place of the election during the election itself and the 10 days before the election is held. (d) Notice. Unless the Court orders otherwise, the Magistrate must give notice to stockholders at least 20 days before the election using whatever means the Magistrate determines to be the best practicable. (e) Evidence of Ownership. The Magistrate may require stockholders to produce a share certificate or other evidence of ownership to vote in the election. (f) Expenses. Subject to the approval of the Court, the Magistrate may impose the expense of the election— including the Magistrate’s compensation—on the corporation, the parties, or any director. (g) Contempt. Subject to the approval of the Court, the Magistrate may hold a disobedient corporation, director, or officer in contempt. (h) Other Duties and Powers. The Court may give the Magistrate other powers and duties. History. Amended, effective July 18, 2023; May 18, 2026, effective June 1, 2026.