Also known as: written consents · consent in writing
Written by attorneys — see sources below.
A signed document by which a party expresses approval for an action affecting its rights or interests. The writing must identify the consenting person and the action approved. It binds the signer when delivered to the appropriate recipient.
Winona Walsh sued Woodridge Manufacturing for breach. After the answer arrived, Winona wanted to add a fraud count. Woodridge signed a short document stating it consented to the amendment. Winona filed the amended complaint with the signed document attached, and the court accepted the filing without further leave.
Whitney Washington and Wallace Webb owned a vacation cabin acquired during marriage. They signed a document stating the cabin would become Wallace's individual property. After the document was delivered to their records, the cabin was treated as Wallace's separate asset in later financial statements.
Wolverine Steel's shareholders needed to fill two board vacancies. Instead of calling a meeting, every shareholder signed a document electing the two nominees. The signed documents were delivered to the corporate secretary, and the new directors took office without any annual meeting.
Wilma Wright received a settlement check after a fire damaged her separately owned warehouse. She and her spouse signed a document directing that the entire recovery remain her individual property. The document was recorded with their marital property records, so the funds were not treated as mixed property.
Winterhaven Logistics shareholders wanted to remove one director. Holders of 62 percent of the shares signed a document removing the director. Because cumulative voting was not in play and the articles required only a majority, the removal became effective upon delivery even though not every shareholder signed.
Wanda Weaver proposed a slate of directors for the upcoming election. Each nominee signed a document consenting to serve if elected. Wanda included those signed documents with her nomination notice, satisfying the bylaw requirement that every proposed candidate provide written consent.
Milliken Enterprises, Inc. is a privately held Delaware corporation and one of the largest textile businesses in the world. Its approximately 200 shareholders are mostly direct descendants of founder Seth Milliken. The ten-member board includes four directors who are Milliken family members or employees, while the remaining six are unaffiliated. Roger Milliken, Gerrish Milliken, and Minot Milliken own or control through trusts more than 50 percent of the preferred and common shares. Following the 1985 death of Mrs. W.B. Dixon Stroud, shares held in a trust controlled by Roger, Gerrish, and Minot Milliken were released to the Strouds, who now own or control close to 17 percent of the shares. Roger Milliken then proposed a General Option Agreement under which the Milliken family and the company would have a right of first refusal on any shares offered to unrelated persons. Nearly 75 percent of shareholders executed the agreement, but the Strouds and a few others did not. The board proposed charter and by-law amendments for consideration at the April 15, 1987 annual meeting. The Strouds filed suit in the Court of Chancery seeking to enjoin the meeting on grounds including inadequate notice and proxy materials. The trial court entered a temporary restraining order that was not contested. A few weeks later, the Milliken board reconvened, withdrew the challenged charter amendments and by laws, and replaced them with a series of new provisions. Further litigation followed, and the 1987 amendments were ultimately withdrawn. In early 1989 the board adopted new Amendments, including provisions on director qualifications and nomination procedures. On March 14, 1989, the company mailed notice of the April 24, 1989 annual meeting to shareholders along with copies of the current by-laws, the board resolution, and the certificate of incorporation. The notice indicated that the board would not solicit proxies. At the meeting, 93 percent of eligible voters attended in person and 78 percent of shares entitled to vote approved the Amendments. Roger Milliken answered questions about business condition but declined to release confidential information without a confidentiality agreement. After the meeting the Strouds filed individual and derivative actions in the Court of Chancery challenging the notice, the Amendments, and By-law 3. The Court of Chancery sua sponte granted summary judgment for the defendants on all claims except the challenge to By-law 3, which it invalidated.
No. In some corporate contexts a majority or supermajority of voting shares may suffice when the governing statute or articles permit less-than-unanimous action. In other settings, such as board action without a meeting, every director must sign. The requirement depends on the specific statute or agreement involved.
…of a customer's securities if hypothecated securities would be commingled with the securities of another customer, absent written consent); § 240.15c2-3 (prohibiting transactions by broker-dealers in unvalidated German securities); § 240.15c2-4 (prohibiting broker-dealers from accepting any part of the sale price of a…
…all alterations and additions, however, at once to become the property of the lessor. The lease might not be assigned without written consent. Morton H. Meinhard was a woolen merchant. At some period during the negotiations between Mr. Salmon and Mrs. Gerry, so far as the findings show without the latter’s knowledge, he became…
…Inc. v. CNA Financial Corp. , Del.Supr., 367 A.2d 994 (1976); Speiser v. Baker , Del.Ch., 525 A.2d 1001 (1987), and (2) in our consent statute (8 Del. C. § 228) and the interpretation it has been accorded. See Datapoint Corp. v. Plaza Securities Co. , Del.Supr., 496 A.2d 1031 (1985) (order); Allen v. Prime Computer,…
…payments of the purchase price, and also that the furniture should not be removed from the plaintiff’s residence without the written consent of the mortgagee. By May of 1918 the plaintiff had paid in all $295. In that month, desiring to move from the city for the summer months and give up his apartment, the plaintiff went to…
Yes. Corporate statutes commonly allow shareholders or directors to act without a meeting when the required number of written consents is obtained and delivered. The consents must describe the action taken and be signed by the necessary parties.
The consent is ineffective because each signer must approve the precise action described. Variant or incomplete forms delivered together do not satisfy the requirement that every participant sign a document describing the same transaction.
Many bylaws require the proposed nominee to sign a written consent to nomination and to serving if elected. The consent must accompany the shareholder's nomination notice.
A signed document can reclassify what would otherwise be marital property as one spouse's individual property or can preserve the individual character of a damage recovery. The document must be delivered and is enforceable against the signing spouse.