Can a company issue stock without shareholder approval? It is important to note that shareholder approval of a transaction does not resolve a voting rights rule violation.If shareholder approval of a transaction is required, then the proposal in the proxy should give specific details on the nature of the transaction (e.g. Companies can issue blank check preferred stock to raise capital and defend against hostile takeover bids. Rule 5635 limits the number of shares or voting power that can be issued or granted without shareholder approval prior to the issuance of certain securities. ("NAV") without first obtaining shareholder approval. If the startup tries to split the stock, it may not get shareholder approval.