Thanks Bear for the Delaware info. It’s not the most definitive source based on the disclaimer at the bottom, but at least it addresses that fact that the issue is not clearly addressed in the Delaware law. In reviewing the DGCL, the requirements for changing the Authorized Shares was clear to me but I could not determine if shareholder approval was required for the reverse split under Delaware law. Looks like I’m not alone in that boat. So it looks like assuming SH approval is required is the way to go, and it looks like the path QMC is following.
The other thing that has clarified this some more for me, is I finally got to the end of the 14A and read Appendix G, the Amendment to the Certificate of Incorporation. Without that, I had trouble figuring out how the vote under Nevada law to do the R/S and change the A/S was going to get rolled into the Delaware Cert of Incorp, when the R/S was implemented at a later date. Now that is clear to me.
The problem with trying to break things down into simplified arguments to get ideas across on a message board, is these topics are very complicated and there is a lot of conflicting information out there. I’m pretty sure (but not positive) that based on past experience and some research that QMC could have implement the R/S without shareholder approval while under Nevada law, so my point about people recognizing that a reverse split without a decrease in Auth. Shares without a shareholder vote should have been already considered a possibility.
So now I’ll point out that the Company proposing the re-incorporation in Delaware can be looked at as not only a benefit to company, but a benefit to the shareholders also. The re-incorporation makes the company a bit more transparent since it required the company to put the reverse split to a shareholder vote.
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