Generally,the necessarystockholder approval for a merger of a Delaware corporation will be (i) a majority of all shares on an as converted to common basis,(ii) any other approval required by the protective provisions in the Certificate of Incorporation,such as a separate series approval or super-majority approval,and (iii) any other approval requested by the acquiror in the merger,such as a super-majority approval in order to limit the number of stockholders that may exercise dissenters rights (to be covered in a future post).
People also ask
What matters require board and/or stockholder approval in Delaware?
The following is a summary of corporate matters that require board and/or stockholder approval under the Delaware General Corporation Law (DGCL) and common law. Unless otherwise specified in the corporation鈥檚 certificate of incorporation or its bylaws, all matters voted upon require majority approval.
What are a shareholder鈥檚 rights in Delaware?
Some basic shareholder鈥檚 rights, in Delaware, include the right to: Transfer ownership of stock Sue the corporation for wrongful acts Change the bylaws Inspect the corporation鈥檚 books and records Inspect shareholder register within ten days of a meeting Meet annually to elect directors Vote on constitutional amendments
Can I be a director of my own Delaware corporation?
Delaware law provides that the business and affairs of every Delaware corporation shall be managed by or under the supervision of a board of directors . However, a single director is sufficient and you can serve as a director of your own company (in addition to being the founder and/or the executive officer ).
What are the requirements for a merger in Delaware?
If you are considering a merger that involves Delaware law, Section 251 of the Delaware General Corporation Law provides specific requirements for approving a merger. First, the board of directors for both the acquirer and the target,must adopt a resolution that approves the agreement of merger and declares the advisability of the merger.