(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body and any other members entitled to vote thereon under the certificate of incorporation or the bylaws of such corporation, at a meeting duly called upon at least 20 days’ notice. The notice of the meeting shall state that such a resolution will be considered.
(b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation’s property and assets by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto.
(c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and/or statutory trusts. Notwithstanding subsection (a) of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.
8 Del. C. 1953,
§
271;
56 Del. Laws, c. 50;
57 Del. Laws, c. 148,
§
30;
64 Del. Laws, c. 112,
§
55;
65 Del. Laws, c. 127,
§
9;
75 Del. Laws, c. 30,
§
28;
77 Del. Laws, c. 253,
§
58;
Notes of Decisions
Gimbel v. Signal Companies, Inc., 316 A.2d 599 (Del. Ch. 1974).
· cites it 4× “In Count 1 of the complaint, plaintiff asserts that the special meeting of the Board of Directors of Signal at which the proposed sale was approved and authorized and was not properly noticed and that the proposed sale requires authorization by the majority of the outstanding…”
Trenwick Am. Litig. Trust v. Ernst & Young, L.L.P., 906 A.2d 168 (Del. Ch. 2006).
“2002) (stating that determining what "substantially all” means in the context of 8 Del. C. § 271 can be an "amorphous inquiry” and that some cases have read it to mean about "half"); In re Gen.”
Wooley v. Lucksinger, 14 So. 3d 311 (La. Ct. App. 2009).
· cites it 2× “§ 271, entitled "Sale, lease or exchange of assets; consideration; procedure," provides, in pertinent part: (a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including…”
Katz v. Bregman, 431 A.2d 1274 (Del. Ch. 1981).
· cites it 4× “In seeking injunctive relief, as prayed for, plaintiff relies on two principles, one that found in 8 Del.C. § 271 to the effect that a decision of a Delaware corporation to sell “* * * all or substantially all of its property and assets * * *” requires not only the approval of…”
Fortunee Massuda v. Panda Express, Inc., 759 F.3d 779 (7th Cir. 2014).
“See 8 Del.C. § 271(a). By conducting the sale without a vote, we can assume that Rezko deprived the members of their voting power and that this amounted to a harm felt directly by the members.”
Overwell Harvest, Ltd. v. Trading Tech. Int'l, Inc., 114 F.4th 852 (7th Cir. 2024).
· cites it 3× “Through the TRO, Overwell sought to compel Widerhorn and Giedraitis to both disclose all the material facts of the potential sale to Trad- ing Technologies and to give shareholders notice of those facts 20 days before the shareholder vote on the transaction— as required by 8…”
Marks v. Wolfson, 188 A.2d 680 (Del. Ch. 1963).
· cites it 3× “pursuant to the terms of Title 8 Del.C. § 271. The gravamen of the charge in each case is that the purchasing corporation, whose principal stockholder was the defendant David B.”
Williams v. McGreevey (In Re Touch Am. Holdings, Inc.), 401 B.R. 107 (Bankr. D. Del. 2009).
“ecurities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation…”
Winston v. Mandor, 710 A.2d 835 (Del. Ch. 1997).
“8 Del.C. § 271 (1983) ("Sale, lease or exchange of assets; consideration; procedure.”
Farmers for Fairness v. Kent Cnty., 940 A.2d 947 (Del. Ch. 2008).
“Indeed, the cases that apply the strict compliance standard often also emphasize that the legislation is presumed valid. See Upfront Enters., LLC v.”
Gonzalez v. Fairgale Props. Co., N.V., 241 F. Supp. 2d 512 (D. Maryland 2002).
“During oral argument, Gonzalez specified that the statutory basis for her suit is 8 Del. C. § 271, which provides that "[e]veiy corporation may .”
— 8 Del. C. § 271(a) — 15 cases
Gimbel v. Signal Companies, Inc., 316 A.2d 599 (Del. Ch. 1974).
“In Count 1 of the complaint, plaintiff asserts that the special meeting of the Board of Directors of Signal at which the proposed sale was approved and authorized and was not properly noticed and that the proposed sale requires authorization by the majority of the outstanding…”
Fortunee Massuda v. Panda Express, Inc., 759 F.3d 779 (7th Cir. 2014).
“See 8 Del.C. § 271(a). By conducting the sale without a vote, we can assume that Rezko deprived the members of their voting power and that this amounted to a harm felt directly by the members.”
Overwell Harvest, Ltd. v. Trading Tech. Int'l, Inc., 114 F.4th 852 (7th Cir. 2024).
“Through the TRO, Overwell sought to compel Widerhorn and Giedraitis to both disclose all the material facts of the potential sale to Trad- ing Technologies and to give shareholders notice of those facts 20 days before the shareholder vote on the transaction— as required by 8…”
— 8 Del. C. § 271(a)(2006) — 1 case
Williams v. McGreevey (In Re Touch Am. Holdings, Inc.), 401 B.R. 107 (Bankr. D. Del. 2009).
“ecurities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation…”
— 8 Del. C. § 271(c) — 2 cases
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