New York Corporate Law (Translate to Delaware Law)

I. Corporate Finance

5. A corporation may issue the number of shares of stock that are stated in its
certificate of incorporation. These shares may be all of one class or may be divided
into two or more classes. NYBCL 501(a).

Delaware Revision: A corporation may issue the number of share of stocks as

shall be stated in the certificate of incorporation. These shares may be one or
more classes of stock or one or more series of stock within any class thereof.
DGCL 151 (a)

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II. Shareholders

6. A corporation’s initial bylaws shall be adopted by the incorporator or

incorporators at the organization meeting. NYBCL 601(a). Thereafter, bylaws may
be amended or repealed by the corporation’s shareholders. Id.

Delaware Revision: The original bylaws of a corporation may be adopted by the

incorporators or the initial directors if they were named in the certificate of
incorporation DGCL 109(a). Thereafter, by laws may be altered or repealed by
the corporation’s stockholder. Id

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III. Directors and Officers

7. Unless otherwise provided by the NYBCL or by the certificate of incorporation,

the business of a corporation shall be managed by a board of directors. NYBCL
701. Each director must be at least 18 years old, but the certificate of incorporation
or the bylaws may establish other qualifications for directors. Id.

Delaware Revision: Unless otherwise provided by the DGCL or its certificate of

incorporation, the business and affairs of every corporation shall be managed by
or under the direction of a board of directors DGCL 141(a). Each board of
directors must be a natural person, but the certificate of incorporation or bylaws
may prescribe other qualifications for directors Id(b).

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8. The board of directors consists of one or more members. NYBCL 702(a). The
number of directors can be fixed in the bylaws, but the bylaws can allow the
shareholders or the board to fix the number instead. Id. A corporation can
increase or decrease the number of directors, but it cannot shorten the term of any
existing director. NYBCL 702(b)(2).
 Delaware Revision: The board of directors consists of one or more members.
DGCL 141(b). The number of directors shall be fixed by the bylaws, or in the
manners provided in the bylaws, unless the certificate of incorporations fixes the
number instead. Id. A corporation can shorten the term of any existing director
by removal, with or without cause, by the holders of the majority shares entitled
to vote. Id(k)

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IV. Amendments and Changes

9. A corporation can amend its certificate of incorporation as often as it wants, but

it can’t put anything in an amended certificate of incorporation that it couldn’t
have put in the original certificate of incorporation. NYBCL 801(a).

Delaware Revision: A corporation can amend its certificate of incorporation as

often as it wants, before receipt of any payment of its stocks, but it can’t put
anything in an amended certificate of incorporation that it couldn’t have put in
the original certificate of incorporation. DGCL 241(a)

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V. Merger and Consolidation

10. In order to merge or consolidate under NYBCL 901(a), the board of each
corporation shall adopt a plan of merger or consolidation setting forth the name of
each entity, a description of the outstanding shares of each entity, the terms and
conditions of the merger or consolidation, and a statement of any changes to be
made in the surviving corporation’s certificate of incorporation (in the case of a
merger). NYBCL 902. Following adoption by the board, the plan of merger or
consolidation must be submitted to a vote of shareholders. NYBCL 903(a).

Delaware Revision: In order to merge or consolidate under DGCL 251(a), the

board of each corporation shall adopt a resolution approving the merger or
consolidation and declaring its advisability setting forth the terms and conditions
of the merger and consolidation, the mode of carrying the same into effect, the
desired amendments in the surviving corporation (in the case of merger), the
certificate of incorporation of the resulting corporation (in the case of
consolidation), the manner of converting the shares and other assets of the
constituent corporations into shares or other securities of the corporation
surviving or resulting from the merger or consolidation and such other details
deemed desirable. Id(b). The agreement shall be submitted to the stockholders of
each constituent corporation at an annual or special meeting for that purpose.
Id(c).

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