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Defective Corporate Acts Ratification

Faegre Drinker Biddle & Reath LLP

Ratification of Defective Corporate Acts: An Overview

What Steps Does a Board Need to Take to Ratify a Defective Corporate Act? 1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more

Patton Sullivan Brodehl LLP

LLC Members May Ratify Prior Defective Actions

Actions taken within business entities are sometimes deemed invalid due to procedural defects.  For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more

Troutman Pepper

2023 Amendments to DGCL Streamline Ratification of Defective Corporate Acts, Stock Splits, and Other Corporate Actions

Troutman Pepper on

The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2022

Venable LLP on

​​​​​​​The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more

Foley & Lardner LLP

Senate Bill 218: California’s proposal to remedy defective corporate acts

Foley & Lardner LLP on

Since its enactment in 2014, Section 204 of the Delaware General Corporation Law (DGCL) has provided direct mechanisms for a corporation's board of directors and stockholders to ratify defective corporate acts. Other states,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Amendments Would Apply ‘Market Out’ Exception to Section 251(h) Back-End Mergers, Clarify Ratification Procedures

On April 19, 2018, the Executive Committee of the Delaware State Bar Association approved proposed amendments to the Delaware General Corporation Law (DGCL). This year’s amendments would provide for the application of the...more

White and Williams LLP

2018 Proposed Amendments to the Delaware General Corporation Law on Appraisal Rights and Ratification of Defective Acts

White and Williams LLP on

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Sections 204 and 205 of Delaware Corporation Law: Effective Tools to Remedy Defective Corporate Acts"

Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court...more

Womble Bond Dickinson

Delaware General Corporation Law Amendments

Womble Bond Dickinson on

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...more

Brownstein Hyatt Farber Schreck

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

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