Eliminate the prohibition against "interested stockholders" taking part in the Section 251(h) process. The advantages of this amendment are that it:

Clarify that a merger agreement may "permit or require" the merger to be effected under Section 251(h), rather than force the buyer to opt in conclusively into Section 251(h). The statute will also be clear that the requirement to proceed to a merger "as soon as practicable" following the tender offer will only apply to tender offers consummated under Section 251(h). These amendments will permit the parties to the agreement to change course and effect the merger under a different statutory provision, such as a long-form merger under Section 253. This permissiveness is useful if, for example, a delay for regulatory approval necessitates the tender offer to stay open for longer than the parties intended. Such a delay can be problematic for the buyer because the board of the target company customarily keeps its fiduciary out open until either the stockholders approve the transaction in a merger or the shares are accepted by the buyer in a tender offer. By shifting to Section 253, the parties can bring the merger to a vote and close the period for the fiduciary out.

Clarify that shares of stock tendered into an offer 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. This amendment confirms that:

Permit charter amendments without stockholder approval to 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.

Clarify that directors and stockholders may escrow written consents, to be effective no later than 60 days after the date of the consent, even if the person is not a director or stockholder at the time of signing, as long as the person is a director or stockholder, as applicable, as of the relevant record date. The amendment adds that the consents are revocable unless otherwise provided. This amendment is particularly helpful in an acquisition context when establishing shell entities that will participate in a future merger. The statute now explicitly authorizes the signing of consents by directors and stockholders before the signers actually hold those positions.

Permit a voting trust agreement, or any amendment to that agreement, to be delivered to the principal place of business of the corporation instead of its registered office.

Amend Sections 103(a)(1) and 108(d) to account for an incorporator's unavailability.