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Ratification of Corporate Action

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What is ratification of corporate action? Ratification of corporate action is a process by which shareholders of a corporation approve or disapprove of a proposed action taken by the corporation's board of directors. This process is important because it ensures that shareholders have a say in the major decisions made by the corporation, and that their interests are taken into account. Corporate actions that may require ratification include:

  • Mergers and acquisitions,
  • Stock issuances,
  • Changes to the corporation's bylaws, and
  • Other major decisions that could significantly impact the corporation and its shareholders.

In some cases, ratification may be required by law or by the corporation's governing documents, while in other cases it may be optional. The process of ratification typically involves a vote by the corporation's shareholders, either in person or by proxy. Shareholders are provided with information about the proposed action, including its potential benefits and risks, and are given the opportunity to ask questions and express their opinions. The vote may be conducted at a special meeting of shareholders or as part of the corporation's annual meeting. Once the vote is conducted, the results are tallied, and the action is either ratified or rejected. If the action is ratified, it can proceed as planned. If it is rejected, the corporation's board of directors may need to reconsider the proposed action or come up with an alternative plan.

Ratification of corporate action is important because it ensures that shareholders have a voice in the major decisions made by the corporation. This helps to promote transparency and accountability and can help to prevent conflicts of interest between the corporation's management and its shareholders. It also helps to ensure that the corporation is acting in the best interests of its shareholders, rather than pursuing its own agenda.

As can be seen, ratification of corporate action is an extremely important process that promotes fairness by ensuring that shareholders play a role in the decision-making process of corporations by giving them the opportunity to vote on proposed actions. It is also an essential component of corporate governance and helps to ensure that corporations are acting in the best interests of their shareholders. For more information on the ratification of corporate actions, or to discuss your particular corporate matter, contact our experienced corporate governance attorneys by calling (212) 404-8644 or emailing

This information is the most up to date news available as of the date posted. Please be advised that any information posted on the KI Legal Blog or Social Channels is being supplied for informational purposes only and is subject to change at any time. For more information, and clarity surrounding your individual organization or current situation, contact a member of the KI Legal team.


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