Oops I did it again - fixing mistakes in Delaware corporations

My book, 10,000 Startups, goes into many of the reasons why Delaware is the king of corporations. One nice feature of Delaware corporate law is the ability to retroactively approve actions that were not valid when taken. For example, corporations often purport to sell more stock than the number of shares authorized under its Certificate of Incorporation. Section 204 of the DGCL contains a mechanism to correct that mistake, and many more like it, without the corporate upheaval that would result from having to start all over. The statutory scheme is described in more detail at https://medium.com/@rogerroyse/ratifying-defective-corporate-acts-in-delaware-d26457ff7de7

In other startup law news, according to a CLA blog post, the California Secretary of State has received many fake entity registrations containing names of individuals who were not aware of and did not consent to the registration in their name. See https://calawyers.org/business-law/california-secretary-of-state-experiences-uptick-in-bogus-entity-formations-following-implementation-of-filing-fee-waiver/ It might not be a bad idea to monitor state websites to see if your information is being used for bogus filings.

Finally, if you have not yet caught my recent interview with Startup Studios, you can catch it here - https://lnkd.in/gh9wsFzf