Class Voting Rights in the DGCL
Under Delaware law does a class of stock have voting rights other than those set forth in the certificate of incorporation?
Yes. Regardless of the voting limitations imposed on a class of stock in the certificate of incorporation, a class of stock is entitled to vote on certain proposed amendments to the certificate of incorporation that affect them adversely but such right does not extend to mergers that affect the class adversely.
Unless otherwise provided in the certificate of incorporation, a stockholder is entitled to one vote per share of capital stock. A corporation may issue one or more classes of stock with such voting powers, full or limited, or no voting power, and such restrictions as shall be stated and expressed in the certificate of incorporation. However, even stock that does not otherwise have any right to vote has the right to a vote by class by statute with respect to specified categories of amendments to the certificate of incorporation. The statute creates a right to a class vote when a proposed amendment to the certificate of incorporation would:
(1) increase or decrease the number of authorized shares of the class,
(2) increase, decrease or eliminate the par value of the shares of the class, or
(3) alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely.
However, Delaware courts have held that the right given to preferred stockholders to vote as a class on charter amendments which affect their rights and privileges adversely does not carry with it a right to class votes on mergers unless such right is expressly provided in the charter.
