While your financing agreements might have other requirements, below is a nonexhaustive list of the types of corporate decisions that typically require board and/or stockholder approval:
Board Approval Is Required to: | Stockholder Approval Is Required to: |
|
|
Your financing agreements might also set forth that the director(s) appointed by your investors must approve certain other corporate actions. In general, we recommend informing the board of significant actions even if formal approval is not required. Directors will appreciate that you are keeping them apprised. This can prevent hard feelings later if they are surprised by something serious.
The precise answer to whether board or stockholder approval is required often turns on the corporate charter and other investment documents. We recommend asking us whether a particular item needs approval. We frequently get this question!
Also, board and stockholder actions must be evidenced either by (1) resolutions adopted by written consent or (2) written minutes describing the vote for such actions at a duly noticed meeting. Board actions taken by written consent are required to be unanimous and do not become effective until all directors have executed documentation approving such actions. Stockholder actions need not be unanimous, but additional notice must be promptly given to any stockholders who did not affirmatively approve such actions.

Building Your Personal Brand: Top 10 Takeaways
In celebration of Women’s Entrepreneurship Day, Valeska Pederson Hintz and Wendy Moore of Perkins Coie hosted a fireside chat with Elisa Schreiber and Priya Cherian Huskins on the theme of “Command Your Narrative: Building a Resilient Personal Brand for Women Entrepreneurs.” Elisa, a partner at Greylock and […]

Fundraising Without General Solicitation
When you’re building the next big thing in the startup world, it’s easy to overlook some crucial regulatory requirements in your quest for success—especially when it comes to fundraising. Securities laws (which apply to any fundraising) tend to be an afterthought for many founders, but this oversight […]

Rise in Popularity of AI Transcription Services Brings Litigation and Disclosure Risks
The increasing use of artificial intelligence (AI) transcription and note-taking services in virtual meetings allows participants to focus on discussions without the distraction of taking notes. But this convenience comes with novel litigation and disclosure risks that businesses must assess and manage as they roll out these […]