‘MBCA DGC
Purpose 32.02; not required to sate purpose | §102; Must sate an omnibus purpose of
formation
‘Capital Restietions $621 $153, 154
Distro wo wh esiictions B60 Insolvency tests and Equity | §154 definition of capital, surplus
‘Test; no "stated capital” rules goa
E488 Pirecors abi for Uslawl | s17o: pivigend payments; dependent on
Distro
surplus of net profits
$174: Directors liable for unlawful
dividend
Taterested Transactions $S.GOSubchapter F ‘144 Interested Directors
§8.61 - provides safe harbor for
interested directors
more focused on process
‘Class of Shares 8601 DGCL 8151
Restrictions on S/H power | MBCA $2.06, 801, 840, 1007 DGCL $109, 141, 142, 242
10.04, 10.20
Taierested Transaction ‘Subchapter $8.60 a4
hhas more detailed stat provisions to
lessen the need for litigation.
More Process
Director Qurom $8.24 Majority Charter may say 1/3)
Directors Duties $8.30; Standards of conduct for define potential lability for miscondut
Directors, more specification
about standards (less
litigation/ease law)
88.31 Standards for Liability
Duy of Care $8.30) judicial doctrine
Exculpation of Diresom’ | $2:02(6\@). charter may have SORBIC: charter may contain
Fiduciary Duty provisions which eliminates provision that eliminates liability
liability of directors, except for breach of duty, but may not
for intentional acts for duty of loyality and other
intentional ats,
Wa
deminification and Tnsurance | §8.50- 88.59 $145, $1020))
{or Direcons $8.51; Permissible Idemnification | $145(f): much broader tha §8.59, but
vsually invalidated if agaist
88.52: Mandatory Idemnification Publ poly
88.59: Exclusivity of subeptr
Tasurance for Direcours $857‘Allocation of Voting Power
MBCA $8.08, 721, 728,
DGCL S141), 212(@).214, 216
Removal of Bd of Directors
MBCA §8.08-8.10,
1a) 823
‘Shareholders - megs, voting
3701
wir
‘SH Qurom Voting
97.25 - qurom atleast 51% of those
entitled to vote (default - may
be greater). Vote YES needs
to exceed Vote NO.
$212, $216 - need a least 173 present for
qurom; atleast $1% of qurom elect
ditectors
SIT Voting for Directo
9728
216
‘Cumulative Voung
$7.28, Charter must state cumulative
Only for directors unless notice
$214 Tor directors, no other exceptions
Staggered Directors
$806
sa
Removal of Director by sth
3808 w/ or wio cause. charte may say
for cause
Need enough votes as if o elect the
director
‘If cumulative voting - need enough
‘votes as if to elect
‘ST4TI) wi or wio cause
staggered Bu - only for cause
cumulative voting - need enough as to
elect director
Demand Requiremen
97.40 - demand required unless
irreparable harm
Demand not required if fudle
Derivative Suits
TAO
Nothing? Ts this all judicially created?
Less process orientated?
Tn, Comm:
74 etnever looks at decision