Joseph M. McLaughlin and Shannon K. McGovern
Under the common law, the Delaware Supreme Court held that the Court of Chancery’s equitable powers did not reach so far as to permit ratification of corporate action, including stock issuances, found to be legally “void” under the governing organizational documents or the Delaware General Corporation Law (DGCL). This rule often carried harsh consequences, particularly in the case of technical violations of statutory requirements. In 2014, the Delaware legislature superseded these rulings by enacting DGCL Sections 204 and 205, which authorize the directors of a corporation, its shareholders, and/or the Court of Chancery to remedy defective corporate acts if certain procedures are followed.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.
For questions call 1-877-256-2472 or contact us at [email protected]
