Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares

Recent legislation in Delaware has eased the path of boards of directors who want to increase the number of a corporation’s authorized shares.  In Salama, the Court of Chancery concluded that the General Assembly’s most recent effort in this area, made in 2023, has yielded an ambiguous statute. Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024). The court then resolved that ambiguity in favor of boards and against stockholders opposing share increases.

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