Delaware Code
8 Del. C. § 146 (2026)
Submission of matters for stockholder vote
✓ current as of May 2026
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A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter.
74 Del. Laws, c. 84, § 3;Notes of Decisions
Cited in 2
cases (1 in the last 5 years), 2019–2024 · leading case: In re Appraisal of Stillwater Mining Co. (Del. Ch. 2019).
In re Appraisal of Stillwater Mining Co. (Del. Ch. 2019). “As permitted by Delaware law, see 8 Del. C. § 146, the Merger Agreement contained a force-the-vote provision that obligated Stillwater to take the Merger to a stockholder vote even if the Board changed its recommendation, but the stockholders would have the benefit of the…”
West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024). “See 8 Del. C. § 146. Before the enactment of Section 146, Section 251(c) included similarly helpful language addressing the board’s authority to commit contractually to take a merger to a stockholder vote if the board no longer regarded the merger as advisable.”
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