8 Del. Code Ann. § 242

Section 242(d)(1) requires judges of election to count votes on a charter amendment and determine whether a majority approved it; a proxy’s validity turns on substance rather than form.

Levin v. Metro-Goldwyn-Mayer, Inc. · filed 1966-06-14(d)(1)

Turning to the principles to be applied in determining whether or not a necessary statutory stockholder vote has been in fact obtained, it appears that the Delaware cases concerned with stockholder voting have consistently looked to substance rather than to form. ... Baldwin’s shares were properly voted for management’s proposal.

Section 242(b) requires a stockholder vote to approve federal forum provisions in a corporation’s charter.

Salzberg v. Sciabacucchi · filed 2020-03-18(b)

FFPs, as charter provisions, must be subjected to, and approved by a vote of the stockholders.

Section 242(b)(1) requires the board to adopt a certificate of incorporation amendment and declare it advisable before stockholders can approve it.

Stream TV Networks, Inc. v. SeeCubic, Inc. · filed 2020-12-08(b)(1)

As Stream’s controlling stockholders, Mathu and Raja had the voting power necessary to amend the certificate of incorporation, but the Board first had to adopt the amendment and declare its advisability. See 8 Del. C. § 242(b)(1). Mathu and Raja could not supply the majority of a quorum necessary for the Board to act.

Section 242 requires a majority of the issued and outstanding shares to approve a certificate amendment; a properly counted proxy can supply votes toward that majority.

Williams v. Sterling Oil of Oklahoma, Inc. · filed 1970-06-10

The proxy voted for the amendment of Sterling’s certificate of incorporation was properly counted and the amendment is declared to have passed by the requisite vote.

Section 242(b)(1) requires the board to recommend a charter amendment before a majority of the outstanding shares entitled to vote approves it.

Williams v. Geier · filed 1996-01-23(b)(1)

Like the statutory scheme relating to mergers under 8 Del.C. § 251, it is significant that two discrete corporate events must occur, in precise sequence, to amend the certificate of incorporation under 8 Del.C. § 242: First, the board of directors must adopt a resolution declaring the advisability of the amendment and calling for a stockholder vote. Second, a majority of the outstanding stock entitled to vote must vote in favor. The stockholders may not act without prior board action. Likewise, the board may not act unilaterally without stockholder approval.

Section 242(b)(1)'s requirements for increasing authorized shares were satisfied when all directors, who also owned a majority of the stock, approved the amendment despite missing corporate formalities.

Finnegan v. Baker · filed 2015-08-14(b)(1)

We reject the plaintiffs' challenge to the validity of the amendment based on their contention that the board did not adopt a resolution declaring the amendment advisable and that the shareholders did not meet to approve the amendment. For the same reason that the judge upheld the other board actions as valid despite the lack of corporate formalities, the judge ruled that the increase was approved by all members of the board, who were also the owners of the majority of the common stock. The judge ruled that the filing satisfied the requirements of Del. Code Ann. tit. 8, § 242(b)(1), and the plaintiffs have not persuaded us otherwise.

Section 242(b)(3) requires a nonstock corporation’s governing body to approve an amendment to its certificate of incorporation; member consent alone cannot effect the amendment.

Rainbow Mountain, Inc. v. Begeman · filed 2025-08-25(b)(3)

The Statute— Section 242(b)(3) of the DGCL—reserves to the governing body (i.e., the RMI Board) the exclusive right to amend the Certificate.

Section 242(b)(1)'s meeting procedure does not apply when stockholders approve an amendment by written consent under Section 228.

Calesa Associates, L.P. · filed 2016-02-29(b)(1)

However, as a threshold matter, I find that Section 242 is not relevant to the facts at hand; the Board availed itself of the exception to the general rule set forth in Section 242(b)(1)—Section 228—in obtaining stockholder approval by written consent. If that section was complied with, the statutory scheme is satisfied.

Section 242 requires board action before a stockholder vote on a charter amendment; a contractual approval requirement that precedes board action violates that sequence.

Wagner v. BRP Group, Inc. · filed 2024-05-28(b)(1)

The Charter Pre-Approval Requirement displaces the statutory sequence by putting Lowry at the head of the line. That violates the order established by Section 242.

Section 242 requires a board recommendation and stockholder vote to amend a charter; that process weighs against incorporating a private agreement whose parties could amend it without a stockholder vote.

Seavitt v. N-Able, Inc. · filed 2024-07-25(b)

Section 242 of the DGCL establishes a step-by-step process to be followed for charter amendments that starts with a board recommendation and then continues with a stockholder vote. ... The importance of the Section 242 amendment process counsels against incorporation by reference.

Section 242 governs amendments to a certificate of incorporation; its amendment procedures do not apply when a corporation consents to another forum under an existing clause.

Matter of Mojtahedi v. Craddock · filed 2024-10-01

Defendant cites to 8 Del. C. § 242, titled "Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations" as authority for his contention that the Board of Directors must adopt a resolution, call for a special meeting and conduct a vote in order to "approve the amendment to the Certificate of Incorporation." This contention would be correct, if the Plaintiff was attempting to amend the Certificate of Incorporation to include a different forum selection clause. Instead, the Plaintiff is attempting to bring the underlying suit in a New York court pursuant to the forum selection clause as it is currently written. Statues and case law that are relevant to the procedure surrounding amending a certificate of incorporation are simply irrelevant to an attempt to enforce a forum selection clause according to the terms stated on its face.

Section 242(a)(6) authorizes a corporation to amend its certificate of incorporation to limit its duration.

Willard v. HARRWORTH CORPORATION · filed 1970-06-16(a)(6)

We note that the termination of the existence of Harrworth, Inc. was accomplished by amendment of the Certificate of Incorporation terminating the existence of the corporation pursuant to 8 Del.C. § 242(a) (6). This section authorizes the amendment of a Certificate of Incorporation limiting the duration of the corporation.

Section 242’s general amendment authority does not validate a later restriction on previously issued shares when the restriction exceeds what is reasonably related to a valid corporate purpose.

B & H Warehouse, Inc. v. Atlas Van Lines, Inc. · filed 1974-03-06(a)

In this case, all the plaintiff agreed to was the very general right to amend which is included in virtually every corporate charter and in the Delaware corporation law. ... B & H can be held to have assented only to amendments reasonably related to a valid corporate purpose, not to any- and all amendments which a majority of shareholders agree upon, regardless of their content.

Section 242(b)(2) requires approval by the common stockholders as a class for a charter amendment changing the number of authorized common shares.

Nguyen v. View, Inc. · filed 2017-06-06(b)(2)

In 2009, before Nguyen signed the Settlement Agreement, he had the right under Section 242(b)(2), as the majority common stockholder, to approve any amendments to the Company’s certificate of incorporation that would change the ... number of authorized shares entitled to vote and to approve any amendments to the then-operative Voting Agreement among the shareholders.

Section 242(b)(2) gives a class of stock a separate vote on certain charter amendments, but does not give it a separate vote on a merger merely because the merger adversely affects the class.

Warner Commun. v. CHRIS-CRAFT INDUSTRIES · filed 1989-09-07(b)(2)

It follows, therefore, from rudimentary principles of corporation law, that the language of 242(b)(2), which so closely parallels the language of 3.3(i), does not entitle the holders of a class of preferred stock to a class vote in a merger, even if (as we assume here) the interests of the class will be adversely affected by the merger.

Section 242(b)(2) gives a class of shareholders a vote on charter amendments that adversely affect their shares, but does not extend that voting right to other corporate actions.

Highland Crusader Offshore Partners, L.P. v. Andrews & Kurth, L.L.P. · filed 2008-03-25(b)(2)

The second exception, however, is broader than the statutory one because the statutory right to vote applies only to amendments of the charter while the second exception applies to any kind of corporate action that would adversely modify the rights, preferences, or privileges of the Series A Preferred Stock.

Section 242(b)(2) requires a separate class vote to increase that class’s authorized shares and approval by a majority of the class to adopt an opt-out amendment after its shares have been issued.

Garfield v. Boxed, Inc. · filed 2022-12-27(b)(2)

Accordingly, Section 242(b)(2) required a separate Class A vote on the Share Increase Amendment. ... Because Class A is a class rather than a series, Section 242(b)(2)’s third sentence required the majority of Class A common stockholders to approve the Opt-Out Provision Amendment.

Section 242(b)(2) requires a separate class vote only when a charter amendment adversely affects a class power, preference, or special right expressed in the charter; the ability to sue officers for duty of care violations does not qualify.

In re Fox Corporation/Snap Inc. Section 242 Litigation · filed 2024-01-17(b)(2)

The ability to sue directors or officers for duty of care violations is an attribute of the Companies’ stock, but not a power, preference, or special right of the Class A common stock under Section 242(b)(2).

Section 242(b)(2) does not require a separate common shareholder class vote for an exchange of preferred shares for common shares that does not change the number of authorized common shares or their par value.

Starr International Company, Inc v. United States · filed 2015-06-15(b)(2)

Under Delaware law, the exchange did not require a separate class vote of the common shareholders. A separate class vote is only required if “the amendment would increase or decrease the aggregate number of authorized shares of such class” or “increase or decrease the par value of the shares of such class.” 8 Del. C. § 242(b)(2) (2014).

Section 242(b)(2) requires a separate class vote when a charter amendment adversely affects a class-specific power, preference, or special right; eliminating the ability to sue officers for duty of care damages does not trigger that vote.

In re Fox Corporation/Snap Inc. Section 242 Litigation · filed 2024-01-25(b)(2)

The ability to sue directors or officers for duty of care violations is an attribute of the Companies’ stock, but not a power, preference, or special right of the Class A common stock under Section 242(b)(2).

Section 242(b)(2) requires a class vote when an amendment adversely changes a class’s rights, but dilution of voting power alone does not qualify.

In Re AMC Entertainment Holdings, Inc. Stockholder Litigation · filed 2023-08-11(b)(2)

Shares of AMC common stock had, and will continue to have, one vote per share: dilution of that vote is not a harm cognizable under Section 242(b)(2).

Section 242(d)(2)(C) does not require a separate class vote to increase authorized shares when the corporation has adopted a class vote opt-out.

Salama v. Simon · filed 2024-11-27(d)(2)(C)

If the corporation has taken advantage of the Class Vote Opt-Out, then Section 242(d)(2)(C) does not require the additional class vote.

Section 242(b)(1) requires stockholder approval of a certificate amendment before the amendment can take effect upon filing.

MARINER LDC v. Stone Container Corp. · filed 1998-11-17(b)(1)

Since the amendment will not be voted on until November 17, 1998, and, even if approved, will not become effective until immediately prior to the filing of the certificate of merger, the holders of Series E Preferred Stock cannot qualify as persons entitled to vote as of the record date or even as of the date of the meeting. See 8 Del. C. §§ 242(b)(1); 103(d) (read in conjunction with each other to state that an amendment to a certificate of incorporation is effective, upon its filing date, once it has been approved by a majority of the stockholders entitled to vote on it and filed with the Secretary of State).

Section 242(c) allows a corporation to change a proposed certificate amendment before its filing becomes effective.

In re Facebook, Inc. · filed 2013-02-13(c)

In addition, the fact that a corporation’s may amend any proposed amendment to a certificate of incorporation “at any time prior to the effectiveness of the filing of the amendment with the Secretary of State .... ” further supports that the Original Certificate was in effect until the Certificate’s filing. 8 Del. C. § 242(c).

Section 242(a)(3) permits a corporation to combine outstanding shares into fewer shares through a charter amendment.

Zutrau v. Jansing and ICE Systems, Inc. · filed 2014-07-31(a)(3)

Sections 242 and 155 of the DGCL authorize a corporation to effect a reverse stock split via a charter amendment that may result in stockholders with fractional interests being cashed out of the corporation.

Section 242 treats a reverse stock split as a reclassification of issued shares, distinct from a change in the number of authorized shares.

Alcon Research, LLC v. Aurion Biotech, Inc. · filed 2025-01-27(a)(3)

From a technical perspective, the Reverse Stock Split was a reclassification of existing shares governed by Section 242 of the DGCL, not an acquisition or repurchase under Section 160 of the DGCL, as Alcon argues.