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Re: serfdom post# 75384

Sunday, 03/25/2007 11:37:04 PM

Sunday, March 25, 2007 11:37:04 PM

Post# of 82841
Now you look very silly Dickmo. Very well, time to educate you.

There's an R/S happening tomorrow. I looked into it on Friday. They will be reducing the O/S and maintaining the A/S. This is normal practice in the OTC.


That happens all the time, but his errors run even deeper:

1) It's not an accounting issue as he claims at all it's an issue of state corporate law. So the law could well be different in every state/country.

2) He's also wrong in that yes everything can be completed in one transaction/vote. Many corporations are headquartered in Delaware and the applicable law is here:
http://michie.lexisnexis.com/delaware/lpext.dll/decode/5a54/5a56/5bef/5bf5?fn=document-frame.htm&...

Here's the relevant section:
Any or all such changes or alterations may be effected by 1 certificate of amendment.

(b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner:

(1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with § 222 of this title.

So, one resolution and one amendment can make any (and all) changes to a company's certificate of incorporation in the following list:

(1) To change its corporate name; or

(2) To change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or

(3) To increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares; or

(4) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or

(5) To create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or

(6) To change the period of its duration.
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