8 Del. Code Ann. § 151

Section 151(a) requires shareholder rights and any qualifications, limitations, or restrictions affecting those rights to be stated in the corporation’s certificate of incorporation.

Oliveira v. Quartet Merger Corp. and Pangaea Logistics Solutions Ltd · filed 2016-10-13(a)

However, we agree with the district court that such an interpretation contravenes the text of § 151(a), which makes it clear that requirements affecting the rights of shareholders must be included in the corporation’s certificate of incorporation.

Section 151(a) permits a charter to make a share’s voting power depend on the identity of its holder.

Colon v. Bumble, Inc. · filed 2023-09-12(a)

As authorized by Section 151(a), the formula makes the quantum of voting power that a share carries dependent on a fact ascertainable outside of the certificate of incorporation, namely the identity of the owner.

Section 151(a) authorizes class-specific stock powers and rights that are expressed in the corporate charter.

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

The word “powers” in Section 242(b)(2) refers to specific class powers ... under Section 151(a), made express in the corporate charter as required by Section 102, and not to general powers incidental to stock ownership.

Section 151(a) authorizes a stock class’s powers, preferences, and special rights, which must be expressed in the corporate charter.

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

Those sections work together with Section 242(b)(2) to limit the “powers, preferences, or special rights” of a class to those authorized by Section 151(a) and expressed in the charter under Sections 151(a) and 102(a)(4).

Section 151(a) permits a stock restriction stated in the certificate of incorporation before the shares are issued.

United Atlantic Ventures, LLC v. TMTG Sub Inc. f/k/a Trump Media & Technology Group Corp. · filed 2025-09-02(a)

Because the Lock-Up was in the Second Amended Charter when UAV received its restricted stock, Count II is dismissed.

Section 151(a) requires preferred stock anti-dilution preferences to be expressly stated in the certificate of incorporation or an amendment.

Cecilian Partners, Inc. v. Company Fifteen, LLC · filed 2026-03-17(a)

Section 151(a) of the Delaware General Corporation Law (“DGCL”) requires that “designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof[] . . . shall be stated and expressed in the certificate of incorporation or of any amendment thereto.” 8 Del. C. § 151(a). ... It is undisputed that the operative certificate of incorporation—the Cecilian DE Amended COI—does not express an Anti-Dilution Preference for the Class A Preferred Stock. The analysis should end here.

Section 151(c) permits preferred-stock dividends to be set at a specified rate and paid in preference to other classes, and it does not guarantee junior shareholders a dividend when no assets remain after the preferred dividend.

Jacobs v. Federal Housing Finance Agency · filed 2018-11-14(c)

Delaware’s corporate law entitles “holders of preferred or special stock . . . to receive dividends at such rates . . . as shall be stated in the certificate of incorporation or in the [board] resolution or resolutions providing for the issue of such stock.” Del. Code Ann. tit. 8, § 151(c) (2017). ... But the Third Amendment does specify a rate: 100%. ... That same provision of Delaware law authorizes dividends “payable in preference to, or in such relation to, the dividends payable on any other class . . . of stock.” Id. ... Indeed, § 151 contemplates that preferred shareholders’ dividends may absorb all funds and leave none for junior shareholders: once preferred dividends have been paid out “to the extent of the preference, . . . a dividend on the remaining class or classes or series of stock may then be paid out of the remaining assets of the corporation available for dividends.” Id. (emphases added). So common shareholders are not guaranteed dividends. They may receive the dividends only if the board approves, only if preferred shareholders are paid, and only if assets remain available for dividends. Here, after paying the Treasury’s dividend, no assets remain. So even if Delaware law applies, the Third Amendment complies with it.

Section 151(c) does not require every preferred share to carry a right to receive dividends; any dividend right is governed by the certificate or issuing resolution.

Shintom Co., Ltd. v. Audiovox Corp. · filed 2005-10-31(c)

We have concluded that the Delaware statutory scheme imposes no such requirement, and that it is legally possible for an otherwise bona fide preferred stock of a Delaware corporation to have no right to receive dividends under ... any ... circumstance.

Section 151(a) permits preferred-stock rights and limitations to be created by the certificate of incorporation or a certificate of designation.

Matulich v. Aegis Communications Group, Inc. · filed 2008-01-15(a)

Accordingly, the special rights and limitations of preferred stock are created by the corporate charter or a certificate of designation, which acts as an amendment to a certificate of incorporation.

Section 151(a) makes the certificate of incorporation the controlling source for stockholder-right restrictions, so a later proxy cannot add a delivery requirement absent incorporation into the certificate.

Oliveira v. Quartet Merger Corp. · filed 2015-09-07(a)

As a result, the Court, too, looks only to the Amended Certificate to ascertain whether Oliveira properly exercised his conversion rights.

Section 151(c) does not prohibit a senior preferred dividend calculated quarterly from company performance merely because it may prevent other stock classes from receiving dividends.

In Re: Fannie mae/freddie Mac Senior Preferred Stock Purchase Agreement Class Action Litigations · filed 2018-09-28(c)

Without any case law in support of their theory, the Court sees no basis to hold that this is not a “preference”, not “in relation to” other classes, or not paid at a “rate.”

Section 151(a) requires preferred stock rights and limitations that differ from common stock to be expressly stated; silence leaves the default rights intact.

Cedarview Opportunities Master Fund, L.P. v. Spanish Broadcasting System, Inc. · filed 2018-08-27(a)

If a certificate of incorporation or a certificate of designations “is silent on a particular issue, then as to that issue the preferred stock and the common stock have the same rights,”194 i.e., the “default rights remain unaltered.”

Section 151(a) authorizes stock provisions that allow directors to issue additional series of shares.

Tankersley v. Albright · filed 1974-02-05(a)

There can be no doubt as to the validity of the proposed amendments under Delaware law as such provisions are expressly authorized by the corporation laws of that state, see 8 Del.C. § 151(a) and § 242(a)(3) (increase of authorized stock, reclassification, and authorization of directors to issue additional series of stock), ... and have been adopted by a number of large corporations.

Section 151(a) requires the certificate of incorporation or an amendment to authorize a class or series of stock before the corporation issues it.

In re CertiSign Holding, Inc. · filed 2015-08-31(a)

Importantly however, the Amended Certificate, which authorized the issuance of those shares, was not filed with the Delaware Secretary of State until April 1, 2005. Therefore, the Stock Issuances were invalid.

Section 151 applies to the issuance of all stock, including founding stock.

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

All stock, including founding stock, must also be issued in accordance with DGCL Section 151.