Prepare board papers for a share issue or a purchase of the corporation's own shares
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Draft the board resolutions from the numbers, the price and the purpose the lawyer supplies, with a blank for any figure not supplied. Do not state that capital is unimpaired.
- What the lawyer must review
- Section 152: the consideration for stock is paid in the form and manner the board determines. The board may authorize stock to be issued for cash, any tangible or intangible property, any benefit to the corporation, or any combination, in the numbers, at the times and for the consideration set out in a board resolution. A resolution may delegate to a person or body the authority to enter into transactions to issue stock, if it fixes a maximum number of shares, a time period during which the shares may be issued, and the minimum consideration. No such resolution shall permit that person or body to issue stock to itself. Section 160: a corporation may purchase its own shares, but it shall not purchase or redeem them for cash or other property when its capital is impaired or when the purchase or redemption would impair its capital. A corporation other than a nonstock corporation may purchase or redeem out of capital shares that have a preference on a distribution of assets, or, if no preference shares are outstanding, any of its shares, if those shares will be retired on acquisition and the capital is reduced in accordance with §§ 243 and 244. You open §§ 243 and 244 before any purchase out of capital. The same paragraph also speaks to a note or similar obligation given for the shares. You read that sentence. You decide whether capital is impaired. You check every resolution before it is circulated. This is Delaware.
- Written for / version
- United States versionUSCth
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Delaware board action by unanimous written consent | Other | AI use Yellow | Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). |
| Delaware stockholder action by written consent | Other | AI use Yellow | Written consent of stockholders of a Delaware corporation under DGCL § 228. |
Signed-in accounts can read the full text of each one. All precedents.