Prepare the procedure to vary or cancel rights attached to a class of shares
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the certificate and the stock ledger, state whether the change would be an amendment of the certificate. If it would, list a class vote where the amendment would increase or decrease the aggregate number of authorised shares of the class, increase or decrease the par value of the shares of the class, or alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely. Do not vary the rights.
- What the lawyer must review
- The lawyer decides whether § 242(b)(2) gives the class a vote whether or not the certificate gives that class a vote on the amendment. If the amendment affects one or more series adversely but not the entire class, only the shares of the series so affected are a separate class for that paragraph. The lawyer settles the board resolution and the stockholder vote under § 242(b)(1), and the certificate of amendment that is filed under § 103.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming 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
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- 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.