Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors
(Asset Sale) (Purchaser)

Summary

This unanimous written consent is for use by the board of directors of the purchaser in connection with the purchase of all, or substantially all, of the assets of the seller. This template contains practical guidance and drafting notes. Most state statutes permit the board of directors of a corporation to act in lieu of a meeting by a unanimous written consent of the board of directors and prescribe the procedure and limitations applicable to transfers shares of a corporation. This template is not state specific, and therefore requires a careful review of the applicable state corporate law statute. For additional information on stockholder approvals and asset sales, see Stockholder Approval and Appraisal Rights in M&A Deals and Asset Sales: Defining "All or Substantially All". For additional information on asset acquisitions generally, see Asset Acquisition Resource Kit and Fiduciary Duties and Director Approvals in M&A Deals (DE).