Corporate Governance Review Checklists

Choose a document checklist to work through its clause-by-clause, source-backed review points.

Board Ratifying Consent Review Checklist

A clause-by-clause reviewer checklist for a Delaware board written consent that ratifies a defective corporate act under DGCL § 204 — the act-specific recitals (§ 204(b)(1)(A)–(E)), valid adoption of the ratifying consent itself, and the downstream steps it must set in motion (the § 204(c) stockholder branch, the § 204(e) certificate of validation, and the § 204(g) notice), with the § 205 fallback for acts § 204 cannot reach.

9 items

Stockholder Ratifying Consent Review Checklist

A clause-by-clause reviewer checklist for a Delaware stockholder written consent that approves a board's DGCL § 204 ratification of a defective corporate act — approving the specifically identified act, applying the § 204(d) current-law quorum and voting standard, excluding the putative shares being cured from the vote (§ 204(d)(5)), and satisfying the § 204(d)/§ 228 notice requirement.

6 items