State Corporate Laws - DGCL Section 228: Delaware General Corporation Law Section 228 governs written consent of stockholders in lieu of meetings, including requirements for adoption and effectiveness of actions
Securities Exchange Act 1934: Federal law governing secondary trading of securities, including requirements for public companies regarding shareholder actions and disclosures
Company Articles/Certificate of Incorporation: Primary governing document that must be consulted for any specific requirements or restrictions on shareholder actions by written consent
Company Bylaws: Internal rules governing company operations, including specific procedures for shareholder actions and written consents
Shareholders' Agreements: Any existing agreements between shareholders that may affect voting rights or procedures for written consents
Voting Thresholds: Legal requirements for minimum number of votes or percentage of shares needed to approve actions by written consent
Notice Requirements: Legal obligations to notify non-consenting shareholders of actions taken by written consent
Filing Requirements: State and federal requirements for filing or recording shareholder written consents
Record Date Rules: Regulations governing the determination of which shareholders are entitled to consent to corporate actions
Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies
SEC Form 8-K Requirements: Regulations requiring public companies to disclose major corporate events, including certain shareholder actions by written consent
Dissenting Shareholders Rights: Legal protections and remedies available to shareholders who do not consent to the proposed corporate action
