10-173 10-173 . . . Amendment of Articles of Incorporation to provide that corporation be governed by Section 203 of Delaware General Corporation Law, (b) increase number of stockholders required to call special stockholder's meeting from 15% of outstanding shares to a majority, (c) require that stockholders may take action only at a meeting of stockholders, (d) provide that Board of Directors shall have power to fill interim vacancies on Board, (e) provide that stock issuances resulting in a person holding more than 5% of voting power of corporation may be made without stockholder approval, but only if (i) issuance or sale is to a person not affiliated with corporation and (ii) issuance or sale is approved by majority of Non-employee Directors, (f) give Board authority to enter into severance arrangements that are contingent upon a change of control, merger or acquisition of corporation only if (i) such arrangement is approved by majority of Non-employee Directors and (ii) payments to any individual pursuant to such arrangement are limited to maximum amount which does not result in "excess parachute payments" under Section 280G of Internal Revenue Code of 1986, and (g) change stockholder approval requirement for certain amendments of Articles of Incorporation from 75% of outstanding shares to majority of outstanding shares
Delaware Amendments to certificate of incorporation
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Section 232 allows corporations to provide notice by electronic transmission. Section 232(a) has been amended to provide that notices under the DGCL or a certificate of incorporation or bylaw provision may be effectively given by email, unless a stockholder has notified the corporation of an objection to email notice.
§ 272. Mortgage or pledge of assets. (a) The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.
Section 262 of the DGCL has been amended to (i) expand the transactions pursuant to which statutory appraisal rights are available in order to include transfers, domestications, and continuances and (ii) require that withdrawal of a demand for appraisal rights be made within 60 days following the effective date of the ...
File a Certificate of Incorporation and Maintain Your Entity The certificate must include the name of the entity, the name and address of the registered agent, and the name, address and signature of the person authorized to file the certificate (the ?incorporator?). Again, this is public information.
Amendments to Section 242 of the DGCL, which governs the requirements to amend the certificate of incorporation of a Delaware corporation, were implemented to address, in part, recent issues encountered by public corporations in securing the stockholder vote required to approve a reverse or forward stock split.
Under the new §242(d), a corporation is no longer required to conduct a meeting or solicit stockholder votes to amend its charter to (a) effectuate a forward stock split and (b) proportionately increase its authorized shares, so long as the applicable corporation has only one class of stock outstanding and it is not ...
Amendments to Section 242 of the DGCL, which governs the requirements to amend the certificate of incorporation of a Delaware corporation, were implemented to address, in part, recent issues encountered by public corporations in securing the stockholder vote required to approve a reverse or forward stock split.
Section 272 has been amended to establish a narrow ?insolvency exception? to the stockholder approval required under Section 271 of the DGCL when a corporation positions itself to sell all or substantially all of its assets.