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Sunday, June 19, 2011 5:55:38 AM

Re: goldstandard post# 97040

Post# of 103340
Is that what Jerry has been asking about diff between ISSUED and OUTSTANDING?? Just curious....

Void or Voidable? ~ Curing Defects in Stock Issuances ~


Interesting read, (disregard State name in this report)

It is not unusual for practitioners reviewing a Delaware corporation’s stock records
to find omissions or procedural defects raising questions as to the valid issuance of some of the outstanding stock. Examples of such omissions and defects
are limitless, but not infrequently found examples include the absence of
board resolutions authorizing the issuance of stock shown by the transfer books
to have been issued, the absence of evidence that issuances were properly authorized
by the requisite votes of the board or, if required, by the stockholders, the
absence of evidence that the consideration due to the corporation in exchange
for the stock was in fact received, the issuance of more shares than were authorized
by the certificate of incorporation at the time, the issuance of stock prior
to the filing of the charter amendment or certificate of designations authorizing
or creating the stock, and similar procedural and substantive irregularities. Not
infrequently, these defects occurred some time ago, and the stock in question may
have changed hands multiple times since issuance.

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