---
title: "Prepare the procedure to vary or cancel rights attached to a class of shares"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-15-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare the procedure to vary or cancel rights attached to a class of shares

> From the certificate and the stock ledger, state whether the change would be an amendment of the certificate.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Prepare the procedure to vary or cancel rights attached to a class of shares](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The class vote is a majority of the outstanding stock of the class entitled to vote as a class, together with the majority of outstanding stock entitled to vote under § 242(b)(1). It is not a 75 per cent class resolution.
- The original certificate, or a later amendment adopted before shares of the class were issued, may allow the authorised number of that class to be increased or decreased by a vote that ignores this subsection. The lawyer reads that clause.

## Sources

- [Delaware General Corporation Law, Subchapter VIII, including § 242(b)(2) class vote](https://delcode.delaware.gov/title8/c001/sc08/index.html) (checked 2026-10-22)
- [Delaware General Corporation Law, Subchapter VII, including § 222 notice of the meeting](https://delcode.delaware.gov/title8/c001/sc07/index.html) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*