What is written consent?

Holders can approve some deals in writing instead of at a meeting. They sign a written consent and deliver it to the company, and no vote is held.

It works only when the holders who sign have enough votes to approve the deal on their own. For a merger, that's usually a majority of the outstanding voting power.

Say a fund holds 60% of Litware's voting power. Woodgrove and Litware sign a deal at $50.00 a share, and the fund signs and delivers a consent the same day.

The holder approval is then done. The other holders don't vote at all.

It's used where one holder, or a small group, owns enough votes alone. That can be a founder or a private equity fund that still controls the company.

For a Delaware company, holders can generally act by written consent unless the company's charter says otherwise. Some charters don't allow it, and some deals face other legal limits.

Enough consents must reach the company within 60 days of the first one, or none takes effect.

For a listed Delaware company, the usual order is:

1. 1

   The consent is delivered

   Holders with enough votes sign it and deliver it to the company, sometimes the day the agreement is signed.

2. 2

   Holders are told

   Holders who didn't consent must get prompt notice. Under SEC rules, the company also sends them an information statement describing the deal, which asks for no vote.

3. 3

   A 20-day wait

   The deal generally can't take effect until at least 20 calendar days after the information statement is sent.

4. 4

   The deal closes

   It closes once its other closing conditions are met or waived.

Paychex agreed to buy Paycor for $22.50 a share in cash on January 7, 2025.

The same day, Paycor's majority holder, with about 53.36% of the voting power, delivered a written consent. No meeting was held.

Paycor mailed its information statement on February 18, 2025. Holders seeking appraisal had to demand it within 20 days of that mailing.

The deal closed on April 14, 2025.

Holders who didn't sign have no vote to cast. The deal is approved once enough consents are delivered.

Their shares still convert into the deal price at closing, like everyone else's, apart from the agreement's exceptions.

Holders who want a court to set their shares' value must demand appraisal. For a Delaware company, the demand is due within 20 days after the appraisal notice is sent.

With the approval already in, the closing date depends on the 20-day wait, any regulatory approvals and the other closing conditions.

The tag Approved by written consent shows when the filings say holders approve the deal in writing, with no meeting. Where SEC rules apply, the company then sends holders an information statement instead of a proxy.