Majority-Consent Procedure [Corporate Law] Law and Legal Definition

Majority consent procedure as applied in corporate law is a statutory provision allowing shareholders to avoid a shareholders' meeting and to act instead by written consent of the holders of a majority of shares. Only few states like Delaware have enacted such procedures.

In Frantz Mfg. Co. v. EAC Indus., 501 A.2d 401 (Del. 1985),the court upheld a byelaw amendment requiring approval of all directors to take valid action. The amendment was made by a shareholder who had recently acquired a majority of voting stock through Delaware majority consent procedure.