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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

DGCL Sec. 161 - Issuance of stock

Headnote

The board of directors has the authority to issuance of new shares of the corporation. Provided the shares have been authorized in the certificate of incorporation, the board need not seek stockholder approval prior to issuing such shares.

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The directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.

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8 Del. C. 1953, § 161; 56 Del. Laws, c. 50.;