blank-check preferred stock

blank-check preferred stock
USA
Authorized and unissued preferred stock, the terms and conditions of which may be expressly determined by a corporation's board of directors. To create blank check preferred stock, a corporation must amend its certificate of incorporation to:
• authorize a maximum number of shares of preferred stock that the corporation may issue and
• grant the board of directors with the express authority to determine the voting rights, designations, preferences, rights and qualifications, limitations or restrictions of such preferred stock. Any such amendment to the certificate of incorporation needs to be approved by the stockholders of the corporation. Blank check preferred stock can be used to raise additional funds or as a takeover defense (such as, a poison pill).

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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