12-1384FH 12-1384FH . . . Proxy Statement and Prospectus for approval of merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986
Delaware Letter to Shareholders
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US-CC-12-1384FH
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FAQ
Under Delaware law, a shareholder has a to right to vote on any amendment to the corporation's governing documents, whether such class of shares is entitled to vote or not under the governing documents, for actions that would (i) increase or decrease the number of authorized shares of such class; (ii) increase or ...
Under Delaware law, stockholder approval is required (i) for any amendment to the corporation's certificate of incorporation to increase the authorized capital and (ii) for the issuance of stock in a direct merger transaction where the number of shares exceeds 20% of the corporation's shares outstanding prior to the ...
(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation's securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing ...
Section 228 requires that a Stockholder Communication (a "228 Notice") disclosing the corporate actions approved via Stockholder Consent be sent to all stockholders who would have been entitled to participate in the vote if it was taken at a meeting.
Section 203 is an antitakeover statute in Delaware which provides that if a person or entity (an ?interested stockholder?) acquires 15% or more of the voting stock of a Delaware corporation (the ?target?) without prior approval of the target's board, then the interested stockholder may not engage in a business ...
(a) Subject to subsection (f) of this section, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the Court of Chancery in a proceeding brought under § 205 of this title.
Section 204 of the DGCL provides the procedure by which corporations may ratify a defective corporate act that is otherwise void or voidable due to a failure to properly authorize these acts, such as officer or director appointments or stock issuances.
Section 203 of the Delaware General Corporation Law, or DGCL, is a Delaware statute that prevents shareholders (along with their affiliates and associates) from engaging in a tender or exchange offer for a period of three years after buying more than 15 percent of the company's stock unless certain criteria are met.