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Although every state has its own corporate law, here we focus on the Delaware corporate law. We do this for one very important reason: the vast majority of public corporations and a significant number of private corporations are incorporate in Delaware. Because of the ubiquity of the Delaware corporation, the Delaware corporate law has become a de facto standard for the United States. Whether you ultimately end up practicing law in Massachusetts, New York, California, or London, your practice will regularly engage with Delaware corporations. As a consequence, having a strong working-knowledge of the Delaware corporate code will be vital to a successful corporate law practice.
In the following sections we will walk through the code and apply its principles.
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Original Creator: Brian JM Quinn
Contents of Certificate of Incorporation
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Original Creator: Brian JM Quinn
Execution and acknowledgement of certificate of incorporation
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Chapter 238 of the Acts of 2012 authorized a new type of entity which will be administered by
our Division: the Benefit Corporation.
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Original Creator: Brian JM Quinn
Emergency bylaws and other powers in emergency
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Original Creator: Brian JM Quinn
Can directors unilaterally adopt bylaws to restrict where shareholders might bring litigation against the board or the corporation?
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Original Creator: Brian JM Quinn
DGCL Provisions related to proxy access
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Original Creator: Brian JM Quinn
Expense Reimbursement following Proxy Contest
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Original Creator: Brian JM Quinn
Statement of the Business Judgment Rule
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Original Creator: Brian JM Quinn
The following provision of the statute provides a safe harbor for interested director transactions. If the requirements of the safe harbor are complied with then an interested director transaction will not be void or voidable because of the participation of the director. It may still, however, be subject to attack as a violation of the duty of loyalty and the interested director may be required to prove the entire fairness of the transaction.Â
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Original Creator: Brian JM Quinn
Restrictions on stock transfers permitted.
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Original Creator: Brian JM Quinn
State anti-takeover law/business combination statute
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Original Creator: Brian JM Quinn
Meetings of Stockholders, Quorum, and Notice
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Original Creator: Brian JM Quinn
Fixing Date for Determination of Stockholders of Record
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Original Creator: Brian JM Quinn
Although the corporate law makes it clear that management of the corporation is the prerogative of the board of directors, shareholders have the right to vote for directors and for other matters that may come before the shareholders at annual or special meetings. As a result, access to the ballot is an extremely important issue, as are the conditions upon which the board may be required to permit shareholders to take up questions related to governance of the corporation. Access to the proxy is governed both by state corporate law as well as the Federal securities laws.
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Original Creator: Brian JM Quinn
Bylaw amendment, director voting reimbursement, 141(a) and shareholder proposal.
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Original Creator: Brian JM Quinn
Restated Certificate of Incorporation
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