Void or Voidable?--Curing Defects in Stock …

1109 void or voidable ? curing Defects in Stock Issuances Under Delaware LawBy C. Stephen Bigler and Seth Barrett Tillman*It is not unusual for a Delaware corporation s Stock records to have omissions or proce-dural Defects raising questions as to the valid authorization of some of the outstanding Stock . Confronted with such irregularities, most corporate lawyers would likely attempt to cure the defect through board and, if necessary, stockholder ratifi cation. However, in a number of leading cases, the Delaware Supreme Court has treated the statutory formalities for the issuance of Stock as substantive prerequisites to the validity of the Stock being issued, and the court has determined that failure to comply with such formalities renders the Stock in question void , , not curable by ratifi cation. Unfortunately, the decisions issued by the Delaware courts have not afforded the necessary certainty to allow practitioners to decide whether a particular defect in Stock issuance is a substantive defect that renders Stock void or a mere technical defect that renders Stock voidable .

1109 Void or Voidable?—Curing Defects in Stock Issuances Under Delaware Law By C. Stephen Bigler and Seth Barrett Tillman* It is not unusual for a Delaware corporation’s stock records to have omissions or proce-

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  Stocks, Defects, Curing, Void, Void or voidable, Voidable, Curing defects in stock

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