Eliminate Section 4, which precludes the use of Section 251(h) if an "interested stockholder" is a party to the merger agreement.

Clarify that a merger agreement may permit or require the merger to be effected under Section 251(h), meaning that the parties to the agreement may decide to effect the merger under a different statutory provision.

Clarify that the merger agreement must state that the merger will be effected as soon as practicable after the offer if it is effected under Section 251(h).

Clarify that shares of stock tendered into an offer referred to in Section 251(h) are not counted for purposes of Section 251(h) unless irrevocably accepted for exchange and received by the depositary before the expiration of the offer.

Amend Section 141(f) to clarify that a person may execute a consent to board action, and place it in escrow, to become effective at a later time, even if the person is not a director at the time the consent is executed as long as the escrow period does not exceed 60 days. The consent will be deemed to have been given when effective as long as the person is then a director and has not revoked the consent before the effective time.

Amend Section 228(c) to clarify that a person may execute a stockholder consent, and place it in escrow, to become effective at a later time, no later than 60 days after the instruction is given. If evidence of the instruction is given to the corporation, the later effective time will be the date of signature.

Amend Section 103(a)(1) to remove any limitation on the reason for the incorporator's unavailability.

Add new Section 108(d) to provide a means for the incorporator's actions required by Section 108 to be taken in the event the incorporator is unavailable to act.

Authorize corporations to, without stockholder approval, file certificates of amendment that either change the corporate name or delete historical provisions relating to the corporation's incorporator, initial board of directors or initial subscribers for shares and provisions relating to previously effected changes to stock.

Eliminate the requirement that a notice of a meeting about an amendment contain a copy of the notice itself or a brief summary if the notice constitutes a notice of internet availability of proxy materials under the Exchange Act.