Delaware Close to Enacting Blockchain Record-Keeping Measure

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By Michael Greene

Delaware is on the verge of enacting legislation intended to facilitate the use of blockchain technology for corporate record keeping, after the measure sailed through both chambers of the state’s General Assembly.

The state’s House, in a 40-1 vote on June 30, passed proposed amendments to Delaware’s General Corporation Law (SB 69) that would provide a framework for how companies incorporated in the state can use blockchain, or “distributed ledger” technology.

Corporate governance attorneys have suggested that the technology may help companies keep better track of who owns their shares and proxy voting results.

The proposal, which earlier this month was unanimously passed by the state’s Senate, is expected to be signed into law by Gov. John Carney (D). Carney has around 10 days under state law to sign the legislation. His office didn’t immediately respond to a request for comment.

If signed into law, the amendments will be effective Aug. 1.

Alternative Entities Amendments

Also awaiting the governor’s signature are proposed changes to the state’s alternative entities statutes—Revised Uniform Partnership Act (SB 70), Revised Uniform Limited Partnership Act (SB 71) and Limited Liability Company Act (SB 72).

Those amendments include one that would confirm and clarify the broad power and authority of a limited liability company member or manager to delegate his or her powers and duties.

That amendment may be in response to a July 2016 Delaware Chancery Court ruling— Obeid v. Hogan—that concluded two LLCs couldn’t appoint a non-director to a special litigation committee because of the entities’ corporate governance structures.

To contact the reporter on this story: Michael Greene in Washington at mGreene@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

For More Information

The proposed amendments to the General Corporation Law are available at https://legis.delaware.gov/BillDetail?legislationId=25730The proposed amendment to Revised Uniform Partnership Act are available at https://legis.delaware.gov/BillDetail/25731The proposed amendments to the Revised Uniform Limited Partnership Act are available at https://legis.delaware.gov/BillDetail/25732The proposed amendments to the Limited Liability Company Act are available at https://legis.delaware.gov/BillDetail/25733

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