Delaware Proposal to decrease authorized common and preferred stock

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US-CC-3-118
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This sample form, a detailed Proposal to Decrease Authorized Common and Preferred Stock document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

A Delaware Proposal to Decrease Authorized Common and Preferred Stock is a formal request made by a corporation incorporated in Delaware to decrease the number of shares of common and/or preferred stock available for issuance. This proposal aims to reduce the overall number of authorized shares outstanding, which may serve various purposes such as improving corporate governance, managing stock dilution, or streamlining capital structure. By decreasing the authorized common and preferred stock, a corporation can exert better control over its capitalization and potentially enhance the market value of its existing shares. This process involves amending the corporation's certificate of incorporation, which typically specifies the number of authorized shares. Through this proposal, a corporation seeks to obtain shareholder approval for reducing the authorized stock to a more manageable level. Different types of Delaware Proposals to Decrease Authorized Common and Preferred Stock include: 1. Decrease in Authorized Common Stock: This proposal focuses on decreasing the number of authorized shares of common stock, the most common form of ownership in a corporation. By reducing the authorized common stock, a company aims to regulate the number of shares available for issuance in future equity offerings or employee stock plans. 2. Decrease in Authorized Preferred Stock: Alternatively, a Delaware corporation may propose a decrease in the number of authorized shares of preferred stock. Preferred stock typically carries certain rights and benefits, such as priority in dividends or liquidation proceedings. By reducing authorized preferred stock, a company can manage the number of shares issued to investors or prevent excessive dilution of ownership. 3. Decrease in Both Authorized Common and Preferred Stock: Some Delaware corporations may propose a comprehensive approach by seeking to decrease both the authorized shares of common and preferred stock. This approach allows a corporation to address the overall capital structure comprehensively, bringing a balance between common and preferred stock issued. In the Delaware Proposal to Decrease Authorized Common and Preferred Stock, the corporation outlines the reasons behind the proposed reduction, potential benefits to shareholders, and any potential impacts on corporate governance or ownership structure. The proposal is typically presented to shareholders for approval through a voting process, which may require a majority or super majority vote depending on the corporation's bylaws or applicable state laws. Overall, a Delaware Proposal to Decrease Authorized Common and Preferred Stock provides a transparent and regulated mechanism for corporations to efficiently manage their capital structure, align shareholder interests, and adapt to changing business circumstances.

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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 ...

§ 243. Retirement of stock. (a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.

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.

(a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved ...

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.

New Section 242(d)(1) of the DGCL provides that no stockholder approval is necessary for an amendment to the corporation's certificate of incorporation for a forward stock split, provided that such class is the only class of such corporation's capital stock then outstanding and is not divided into series.

Section 242 of the DGCL governs the procedures by which a corporation may amend its certificate of corporation, or charter, and generally requires approval by (a) the board of directors and (b) holders of a majority in voting power of the outstanding stock entitled to vote thereon and by the holders of a majority in ...

A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption ...

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Our Board of Directors has approved and is seeking stockholder approval of a resolution to authorize the Board of Directors, in its sole and absolute discretion ... The issuance of preferred stock may decrease the market price of the Company's common stock. Series A Junior Participating Preferred Stock. The rights ...The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) ... May 25, 2023 — Upon passing of the proposal(s), the super-voting preferred stock will have no voting rights, except for those required by the applicable state ... In the event the Corporation issues less than the number of authorized shares of any subseries of Series A Preferred Stock, the Certificate of Incorporation of ... Holders of shares of Common Stock shall be entitled to receive such dividends or distributions as are lawfully declared on the Common Stock; to have notice of ... Common Stock. Subject to the powers, preferences and rights of any Preferred Stock ... No Class Vote on Changes in Authorized Number of Shares of Preferred Stock. Subject to all the rights, powers and preferences of the Undesignated Preferred Stock ... (a) the holders of the Common Stock shall have the exclusive right to ... All shares of Class B Preferred Stock redeemed or purchased by the Corporation shall be retired and shall be restored to the status of authorized but unissued ... Our amended and restated certificate of incorporation provides that the number of authorized shares of preferred stock, Class A common stock or Class B common ...

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Delaware Proposal to decrease authorized common and preferred stock