Reconcile a deal share schedule with the stock ledger
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Line up each name and share number on the transaction schedule against the stock ledger and the section 219 list, if one is in the file. Flag a name or number that does not match. Do not compute a voting percentage and do not say who may vote. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- What the lawyer must review
- Section 219(a) requires a Delaware corporation to prepare, no later than the tenth day before each stockholder meeting, a complete alphabetical list of stockholders entitled to vote, showing the address and the number of shares registered in each name. If the record date is less than 10 days before the meeting, the list reflects the stockholders entitled to vote as of the tenth day before the meeting. Section 219(c) says the stock ledger is the only evidence of who may examine that list or vote in person or by proxy. Section 224 allows the ledger to be kept electronically if it can be converted into legible paper within a reasonable time, can be used to prepare the list in sections 219 and 220, records the information specified in sections 156, 159, 217(a), and 218, and records transfers as Article 8 of subtitle I of Title 6 requires. A limited liability company does not use section 219. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review and assembling provisional schedules. 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
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- 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.