Delaware lawyers Seth Barrett Tillman and Stephen Bigler recently wrote a scholarly article that addresses the issue under Delaware law of stock issuances that may suffer from some infirmity such as lack of complete compliance with all necessary corporate formalities, and whether such a stock issuance is void or merely voidable. Here is the link. This is one of the few areas of Delaware corporate law that is not as fully developed in the case law as one might think. The authors suggest the best approaches for the corporate lawyer or corporate litigator who must deal with this situation. A prior article co-authored by Seth Tillman was previously posted on here.

I summarized here a recent Chancery Court decision that discussed the distinction between void and voidable stock.