A sale of all or substantially all corporate assets is authorized by statute in most jurisdictions, and the procedures and requirements set forth in the applicable statutes must be complied with. Typical requirements for a sale of all or substantially all corporate assets include appropriate action by the directors establishing the need for and directing the sale, and approval by a prescribed number or percentage of the shareholders.
New York Unanimous Written Consent by Shareholders and the Board of Directors is a legal mechanism through which both shareholders and the board of directors of a corporation can collectively elect a new director and authorize the sale of either all or a substantial portion of the corporation's assets. This process requires the unanimous written consent of all shareholders and directors involved. The purpose of this consent is to ensure that major decisions related to the appointment of a new director and the sale of significant assets of the corporation are made collectively and with the agreement of all involved parties. By requiring unanimous consent, this mechanism aims to avoid conflicts of interest and promote transparency and fairness within the decision-making process. The New York Unanimous Written Consent by Shareholders and the Board of Directors can be utilized in different scenarios, such as: 1. Electing a New Director: When a vacant director position needs to be filled, shareholders and the board of directors can use this mechanism to collectively select a suitable candidate. The consent would outline the specific individual chosen to fill the vacant position and the terms of their appointment. This process ensures that all interested parties have a say in the governance of the corporation. 2. Authorizing the Sale of All or Substantially of the Assets: In cases where the corporation intends to sell a significant portion or all of its assets, unanimous consent is required to proceed with the sale. This ensures that all shareholders and directors are fully onboard with the decision and understand the implications it may have on the corporation's operations and financial position. The consent would outline the details of the proposed sale, including the assets involved and the terms of the transaction. It is important to note that these types of unanimous written consent are specific to the state of New York. Other jurisdictions may have different procedures or requirements for electing new directors or authorizing the sale of corporate assets. Therefore, it is crucial for corporations to consult with legal professionals familiar with New York corporate law to ensure compliance and validity of these consent processes.
