CORPORATIONS - AMENDMENTS BY MAJORITY OF THE STOCKHOLDERS - PROVISION IN CERTIFICATE OF INCORPORATION REQUIRING MORE THAN MAJORITY

Authors

Stanton J. Schuman, University of Michigan Law SchoolFollow

Abstract

A Delaware general corporation statute provided for changing the preferences, rights, or powers of any class of stock if a majority in interest of each class voted in the affirmative thereon. Another part of the statute allowed the certificate of incorporation to require a larger proportion. The certificate of incorporation of D corporation required a vote of seventy-five per cent of the outstanding preferred stock to change the "designations," preferences, and voting powers" of the preferred stock. This required vote was reduced to sixty per cent by an amendment which received a favorable vote of fifty-five per cent of such preferred stock. Thereafter it was proposed to change some of the preferences of the preferred stock by a sixty per cent vote as provided by the amended certificate of incorporation. Held, the first amendment was invalid. Sellers v. Joseph Bancroft & Sons Co., (Del. Ch. 1938) 2 A. 108.

Recommended Citation

Stanton J. Schuman, CORPORATIONS - AMENDMENTS BY MAJORITY OF THE STOCKHOLDERS - PROVISION IN CERTIFICATE OF INCORPORATION REQUIRING MORE THAN MAJORITY, 37 Mich. L. Rev. 803 (1939).
Available at: https://repository.law.umich.edu/mlr/vol37/iss5/16