Del. Supr. Ct. R. 41

(a) Who may certify. —

(i) Delaware courts. —Other Delaware courts may, on motion or sua sponte, certify to this Court for decision a question or questions

of law arising in any case before it prior to the entry of final judgment if there is an important and urgent reason for an immediate

determination of such question or questions by this Court and the certifying court has not decided the question or questions in the case.

(ii) Other entities. —The Supreme Court of the United States, a Court of Appeals of the United States, a United States District Court,

a United States Bankruptcy Court, the United States Securities and Exchange Commission, the Highest Appellate Court of any other

State, the Highest Appellate Court of any foreign country, or any foreign governmental agency regulating the public issuance or trading

of securities may, on motion or sua sponte, certify to this Court for decision a question or questions of law arising in any matter before

it prior to the entry of final judgment or decision if there is an important and urgent reason for an immediate determination of such

question or questions by this Court and the certifying court or entity has not decided the question or questions in the matter.

(b) Requirements for accepting a certification. —Certification will be accepted in the exercise of the discretion of the Court only where

there exist important and urgent reasons for an immediate determination by this Court of the questions certified. A certification will not

be accepted if facts material to the issue certified are in dispute. A certificate shall state with particularity the important and urgent reasons

for an immediate determination by this Court of the question certified. Without limiting the Court’s discretion to hear proceedings on

certification, the following illustrate reasons for accepting certification:

(i) Original question of law. —The question of law is of first instance in this State;

(ii) Conflicting decisions. —The decisions of the trial courts are conflicting upon the question of law;

(iii) Unsettled question. —The question of law relates to the constitutionality, construction or application of a statute of this State

which has not been, but should be, settled by the Court.

(c) Procedure for certification. —The procedure for certification shall be as follows:

(i) Certification by trial court. —A judge of the certifying court shall sign and file with the clerk of that court a certification

substantially in the form set forth in Official Form K;

(ii) Filing by trial court. —The clerk of that court shall, within 5 days of the filing of such certification, file with the Clerk of this

Court 6 certified copies of the certification and 6 true and correct copies of such of the following papers as may have been filed below:

(A) Petition. —Any Petition for Certification;

(B) Response. —Any response to the Petition for Certification; and

(C) Stipulation of facts. —Any stipulation of facts with respect to the Certification;

(iii) Clerk of the Supreme Court. —Upon the receipt of such copies, the Clerk of this Court shall forthwith docket the proceeding on

certification in the same manner as other cases are docketed, shall deliver to each of the Justices 1 copy of the certification and any

accompanying papers and shall send written notice to the parties of the filing of such proceeding;

(iv) Action upon certification. —After docketing and unless otherwise ordered, this Court shall thereupon and without further

argument determine whether to accept or refuse the certification. If refused, a certified copy of the order shall be sent to the certifying

court and a copy thereof sent to each counsel. If accepted, the proceeding on certification shall be considered to have been duly

instituted, and the Clerk shall send written notice thereof to the parties. The certification as filed shall constitute the record;

(v) Procedure upon acceptance. —From the date of acceptance of certification further proceedings shall be governed by these Rules.

Briefs shall be filed in the order recommended by the certifying court in the certification, unless the Court, at the time of approving

the certification, shall designate a different order. In any event, insofar as time for filing is concerned, the party or parties required to

file the first brief shall be considered the appellant and the other party or parties shall be considered appellee. The caption for papers

filed in this Court after acceptance of certification by this Court shall reflect such relationship among the parties.