Corporate and LLC Consents Required for Mergers and Acquisitions Checklist

by Practical Law Corporate & Securities

This Checklist provides a detailed overview of the consent requirements for corporations and limited liability companies (LLCs) engaging in mergers and acquisitions (M&A) under Delaware law. It outlines statutory requirements for corporations and LLCs, emphasizing the necessity of board and stockholder consent for most M&A transactions, which are typically not considered ordinary course transactions. For corporations, the Delaware General Corporation Law (DGCL) governs consent requirements, while LLCs are subject to the Delaware Limited Liability Company Act (LLC Act), with many provisions potentially overridden by a company's LLC Agreement. The Checklist highlights the importance of reviewing organizational documents, such as Certificates of Incorporation and Stockholders' Agreements, which may impose stricter consent requirements than statutory mandates, including unanimous or supermajority approvals. It also addresses scenarios where consent is needed for transactions not statutorily required, like significant acquisitions. The document includes a comprehensive table summarizing consent requirements for various M&A transaction types, including asset sales, stock sales, mergers, and consolidations, providing valuable guidance for legal professionals navigating Delaware's corporate and LLC consent landscape.