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Interesting. The likely source for these data are the companies' corporate charters. These are all available to the public at the Delaware Secretary of State's
by matthewmcg 11y ago
Interesting. The likely source for these data are the companies' corporate charters. These are all available to the public at the Delaware Secretary of State's office.
You can tell because they only discuss terms that go in the charter. Other things like registration rights go in separate contracts between the company and its outside investors.
- boomzilla 11y agoYes, interesting. Looks like for 20 bucks one can get franchise tax assessment, current filing history, etc. for any company.
- hkhanna 11y agoDo you know if there is any trend towards Delaware-incorporated startups including the "blank check preferred" provisions in their charter (DGCL Section 151). This would allow the Board to create new preferred shares by resolution, as opposed to placing the terms directly in the publicly-filed charter. I am not too familiar with the industry, but if the trend is indeed to include such blank check preferred provisions, access to these terms would not be publicly available, and Fenwick may simply be drawing on its first-hand experience.
- hobbyjogger 11y agoIt's relatively rare, but even so the board has to file a Certificate of Designation to use it, which would be publicly available to the exact same degree as a Certificate of Incorporation.
- jalonso510 11y agoIt's really uncommon to authorize blank check preferred. That's an interesting idea to keep things confidential, but the major stockholders will care more about maintaining the power over the authorization of new shares. Blank check preferred is only really used, as far as I have heard, as a takeover defense for public companies worried about hostile takeovers, and even there I don't think it's that common anymore.
- matthewmcg 11y agoRight, that's been my experience as well (seeing mostly financings of companies in the southeast US).