ABA Section of Business Law
eSource
Void or Voidable?--Curing Defects in Stock Issuances Under Delaware Law.
- This article discusses omissions or procedural in Delaware corporations' stock records which raise questions as to the valid authorization of some of the outstanding stock and the Delaware Supreme Court's cases in which the court has determined that failure to comply with such formalities renders the stock in question void, i.e., not curable by ratification. This Article analyzes the cases and proposes that the Delaware courts apply the policy underlying Article 8 of the Delaware Uniform Commercial Code to validate stock in the hands of innocent purchasers for value in determining whether stock is void or voidable.
