8 Del. Code Ann. § 271

Section 271(a) requires directors approving a sale of all or substantially all corporate assets to make an independent, continuing determination that its terms are expedient and in the corporation’s best interests.

Great Western Producers Co-Operative v. Great Western United Corp. · filed 1980-06-30(a)

We therefore hold that the “best efforts” clause did not bind United’s board of directors to recommend security holder approval of the purchase agreement when, subsequent to the execution of the agreement and the directors’ initial determination under § 271(a), the directors inquired into changed circumstances and determined, pursuant to the exercise of their independent good faith judgment, that the terms of the purchase agreement were no longer in the security holders’ best interests.

Section 271 does not invalidate directors’ approval of an asset sale merely because some directors lacked full knowledge of every factor affecting value.

Cottrell v. Pawcatuck Company · filed 1955-09-28

But I conclude that the action taken at the directors' meeting of November 12, 1953 to authorize the sale of assets did not violate the Delaware Statute, 8 Del.C. § 271. See Allied Chemical & Dye Corporation v. Steel & Tube Co., 14 Del.Ch. 64, 122 A. 142. It is true that not all the directors were fully conversant with all the value factors involved. But that does not mean the approval is invalid.

Section 271 permits officers who are also directors to negotiate an asset sale before the board votes on it.

Smith v. Good Music Station · filed 1957-01-30

Such action is inherent in any sale of assets plan negotiated by officer-directors. Indeed, the sale of assets statute fairly contemplates such a procedure. Plaintiff's contention is without merit.

A stockholder challenging a Section 271 asset sale bears the burden of proving fraud or a sale price so inadequate that it amounts to constructive fraud.

Marks v. Wolfson · filed 1963-02-08

Here, there being no credible evidence of self-dealing or of a sharing in illegal and secret profits, plaintiffs to succeed were compelled to carry the burden of seeking to establish that the price paid for the assets in question was so inadequate as to fall without the purview of the type of transaction authorized by Title 8 Del.C. § 271. This they failed to do.

Section 271 permits stockholders to approve an asset sale at a minimum price while leaving its final terms to the directors.

Clarke Memorial College v. Monaghan Land Co. · filed 1969-09-09

Hence approval by the stockholders of a sale “upon such terms and conditions and for such consideration,” not less than $2,400,000, as the directors might subsequently determine to be in the best interest of the corporation satisfies the statute.

Section 271(a) requires board and stockholder approval for a sale of all or substantially all of a corporation’s assets.

Stream TV Networks, Inc. v. SeeCubic, Inc. · filed 2020-12-08(a)

The statute thus mandates a two-step process: the board must approve the sale, and the stockholders must approve it.

Section 271 requires a stockholder vote for a sale of substantially all corporate assets, assessed by the sale’s quantitative and qualitative effect on the company.

Altieri v. Alexy · filed 2023-05-22(a)

Under the circumstances, Plaintiff has not adequately alleged that the Sale triggered the voting requirement of Section 271. Count I is dismissed.

Section 271(a) requires majority stockholder approval to sell all or substantially all of a corporation’s assets.

ATP Marin, Inc., a Delaware Corporation v. Sentinel Global Partners USA, Inc., a Delaware Corporation · filed 2026-05-07(a)

After a one-day trial, I conclude that the transfer of the yachts to Sentinel was invalid under Section 271 of the Delaware General Corporation Law and must be rescinded. When the transfers occurred, the yachts were ATP’s only assets; under Section 271, therefore, approval of ATP’s majority owner, Koza Holding, was required to effectuate the sales.

Section 271(a) requires shareholder approval of a corporate asset sale at a meeting with 20 days’ notice; it does not govern disclosure of the sale’s terms.

Overwell Harvest, Limited v. Trading Technologies International, Inc. · filed 2024-08-12(a)

But § 271 does not concern disclosure, only that a sale of a corporation be approved at a meeting of the shareholders and that the shareholders receive 20 days’ notice of such a meeting.

A Section 271 claim must allege a transaction involving the sale, lease, or exchange of all or substantially all of the corporation’s assets.

Dorsey v. Jones · filed 2026-03-27

The counterclaim does not allege, even in conclusory fashion, that any of the transactions about which Jones vaguely complains were a sale, lease, or exchange of “all or substantially all” of Roots’ assets.

Section 271 permits a corporation to sell all its assets for another corporation's stock; a compliant sale does not become a de facto merger merely because the seller will dissolve and distribute that stock to its shareholders.

Hariton v. Arco Electronics, Inc. · filed 1962-06-13

The right of the corporation to sell all of its assets for stock in another corporation was expressly accorded to Arco by § 271 of Title 8, Del.C. ... I conclude that the transaction complained of was not a de facto merger, either in the sense that there was a failure to comply with one or more of the requirements of § 271 of the Delaware Corporation Law, or that the result accomplished was in effect a merger entitling plaintiff to a right of appraisal.

Section 271 permits only stockholders entitled to vote on a sale of assets to challenge a failure to obtain the required vote.

Winston v. Mandor · filed 1997-05-12

Section 271 defines the class of persons it wishes to protect by requiring the vote of those shareholders entitled to vote as opposed to all shareholders. Additionally, the underlying corporation law policy is better served in this instance by restricting standing to sue under section 271 to this class.

Section 271(a) has no insolvency exception to its stockholder vote requirement for a sale, lease, or exchange of all or substantially all corporate assets.

Steam TV Networks, Inc. v. SeeCubic, Inc. · filed 2022-06-15(a)

Accordingly, we clarify that there presently is no insolvency exception embedded in Section 271.

Section 271(a) does not require a stockholder vote when a secured creditor forecloses on the corporation’s assets.

Glean Tech Fund II LP v. McIntosh · filed 2025-09-02(a)

The Director Defendants offer two arguments: (1) Section 271 approval was not required under the statutory regime as it existed at the time of the foreclosure sale and (2) even if a vote were required under the statutory framework that was in effect at the time of the foreclosure sale, a subsequent amendment to Section 272 makes clear that no such vote is required.99 The court agrees with the first argument and does not reach ... the second.