Del. Code Ann. tit. 8, § 111
Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this section, see 80 Del. Laws, c. 265, § 17]
72 Del. Laws, c. 123, § 2; 74 Del. Laws, c. 84, § 1; 77 Del. Laws, c. 290, § 2; 80 Del. Laws, c. 265, § 2;
(a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of:
- (1) The certificate of incorporation or the bylaws of a corporation;
- (2) Any instrument, document or agreement (i) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (ii) to which a corporation and 1 or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (iii) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that 1 or more holders of its stock approve of or consent to such sale, lease or exchange;
- (3) Any written restrictions on the transfer, registration of transfer or ownership of securities under § 202 of this title;
- (4) Any proxy under § 212 or § 215 of this title;
- (5) Any voting trust or other voting agreement under § 218 of this title;
- (6) Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by §§ 251-253, §§ 255-258, §§ 263-264, or § 267 of this title;
- (7) Any certificate of conversion under § 265 or § 266 of this title;
- (8) Any certificate of domestication, transfer or continuance under § 388, § 389 or § 390 of this title; or
- (9) Any other instrument, document, agreement, or certificate required by any provision of this title;
may be brought in the Court of Chancery, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the Court of Chancery.
- (b) Any civil action to interpret, apply or enforce any provision of this title may be brought in the Court of Chancery.
72 Del. Laws, c. 123, § 2; 74 Del. Laws, c. 84, § 1; 77 Del. Laws, c. 290, § 2; 80 Del. Laws, c. 265, § 2