Section 204 of the Delaware General Corporations Law permits corporations to retroactively fix corporate actions that were not validly approved or were inconsistent with the corporation's certificate of incorporation
. When a corporation uses Section 204 to correct a defective corporate action, the defect is cured retroactively.
Nor are we persuaded by petitioner's contention that the penalty of annulment of its certificate of incorporation
was so disproportionate to the complained-of conduct as to shock one's sense of fairness (see Matter of Sundaram v Novello, 53 AD3d 804, 808 , lv denied 11 NY3d 708 ).
If the selling entity is a corporation, look in the Articles of Incorporation (aka Certificate of Incorporation
), bylaws or any shareholders agreement.
Meeting in late July, the Financial Accounting Foundation (FAF), which has oversight, appointment and fundraising responsibilities for the FASB and the Governmental Accounting Standards Board (GASB), voted to change its certificate of incorporation
and by-laws to increase the independence of its trustee appointment process.
"All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation
; if authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder."
The preferred stock holders' approval was additionally needed for (1) any change in the certificate of incorporation
except an increase in common stock; (2) the disposition of the company's property by sale, merger, etc.; (3) the creation of a mortgage or lien (not including the acquisition of property subject to a lien or renewal of an existing mortgage); (4) the issuance of bonds in excess of a certain amount; and (5) the authorization or issuance of any stock outranking the preferred stock or of any security convertible into such stock.
Hudson Global announced a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 and that it had filed a Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation
in order to effect the Reverse Split.
Biotechnology company Advaxis Inc (NASDAQ:ADXS) said on Thursday that its board of directors has announced a one-for-15 reverse stock split of its common stock upon the filing of a Certificate of Amendment to its Certificate of Incorporation
with the Secretary of the State of Delaware.
Rappler chief executive officer and executive editor Maria Ressa Friday lauded the decision of the Court of Appeals (CA) to order the Securities and Exchange Commission (SEC) to take a second look at the revocation of the news website's certificate of incorporation
Summary: DFSA intercepts fake certificate of incorporation
, 'anti-money laundering' document
Last month, the SEC revoked Rappler's license and canceled its certificate of incorporation
on claims that it violated constitutional restrictions on foreign ownership.