Form with which the stockholders of a corporation waive the necessity of a special meeting of stockholders.
Notice Shareholder Consent For Existing Company In Los Angeles
State:
Multi-State
County:
Los Angeles
Control #:
US-0023-CR
Format:
Word;
Rich Text
Instant download
Description
Form popularity
FAQ
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
Approval of the acquiring company's shareholders may also be required under certain circumstances (for example, the exchange listing standards may require a shareholder approval if the number of shares of the acquiring company offered as merger consideration exceeds a specified threshold).
Legal Requirements, Procedures & Conditions First, conditional laws for a statutory merger are set by state corporate law. Second, the board of directors of each corporation must give their approval for the merger. Third, the shareholders of each company must approve the merger through their voting rights.
This article discusses the various actions that stockholders in a startup generally need to approve, including changes to the company's articles of incorporation and bylaws, issuance of new shares, major transactions, changes in the board of directors, changes to capital structure, employee stock option plans, ...
Shareholder action taken by written consent is universally recognized as a valid approval by shareholders and this is expressly confirmed by California statute. The 10-day waiting period acts to delay the effectiveness of the action, which hinders a corporation's ability to act with speed and efficiency when necessary.
Code § 307(b) provides, "An action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum.
This means that where an acquiring party owns more than 50%, but less than 90% of the shares of the target corporation prior to the merger, unanimous shareholder approval is required for the transaction to occur.
(a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares (Section 152), either ...
