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Written Consent in Lieu of Meeting review

Board or stockholder action by written consent.

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What it checks

Written consent identifies the consenting body

Consent must state whether it is from the board (DGCL § 141(f)) or stockholders (DGCL § 228).

Critical · GOV-043

In-lieu-of-meeting recital

The consent should recite that it is in lieu of a meeting (DGCL §§ 141(f), 228).

Critical · GOV-044

Unanimous-consent statement (board consents only)

DGCL § 141(f) board consents must be unanimous.

Critical · GOV-045

Stockholder consent — minimum-vote threshold recital

Stockholder consents must recite that the signing stockholders hold the requisite vote (DGCL § 228).

Warning · GOV-046

Resolutions enumerated

Consents should contain numbered or otherwise itemized resolutions.

Critical · GOV-047

Notice to non-signing stockholders (DGCL § 228(e))

Less-than-unanimous stockholder consents require prompt notice to non-signing stockholders.

Critical · GOV-048

Effective date / dating

Consent should state the date as of which it is effective.

Warning · GOV-049

Signature block on each consent page

Each director / stockholder signing must sign — typically with a counterparts clause.

Critical · GOV-050

Every run also applies 104 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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