Delaware Code

8 Del. C. § 157 (2026)

Rights and options respecting stock

✓ current as of May 2026

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(a) Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes of the corporation.

(b) Rights and options may be issued in 1 or more transactions, in the numbers, at the times and for the consideration as set forth in a resolution of the board of directors. The terms upon which, including the time or times which may be limited or unlimited in duration, at or within which, and the consideration for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be as stated in the certificate of incorporation, or in a resolution of the board of directors.

(c) The board of directors may adopt a resolution to delegate to a person or body, in addition to the board of directors, the authority to enter into 1 or more transactions to issue rights or options, and with respect to such transactions, the rights or options may be issued in such numbers, at such times and for such consideration, and the terms upon which shares may be acquired from the corporation upon the exercise of any such rights or options may be, as such person or body may determine; provided that the resolution fixes (i) the maximum number of shares issuable upon exercise of the rights or options that may be issued pursuant to such resolution, (ii) a time period during which such rights or options, and a time period during which the shares issuable upon exercise thereof, may be issued, and (iii) the minimum consideration (if any) for which such rights or options may be issued and the minimum consideration for the shares issuable upon exercise thereof. No such resolution shall permit a person or body to issue rights or options to such person or body.

(d) Any provision in a resolution contemplated by subsection (b) or (c) of this section may be made dependent on facts ascertainable outside the resolution, provided the manner in which such facts shall operate upon the resolution is clearly and expressly set forth in such resolution. The term “facts,” as used in this section, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation; provided that, if the resolution delegates to a person or body the authority to enter into 1 or more transactions to issue rights or options pursuant to subsection (c) of this section, the provisions contemplated by paragraphs (c)(i) through (iii) of this section may not be made dependent on a determination or action by such person or body.

(e) The minimum consideration for which shares of stock of the corporation may be issued upon exercise of such rights or options shall be no less than the consideration (if any) required by § 153 of this title.

8 Del. C. 1953, § 157; 56 Del. Laws, c. 50; 70 Del. Laws, c. 186, § 1; 73 Del. Laws, c. 82, §§ 4-7; 74 Del. Laws, c. 326, §§ 5-7; 80 Del. Laws, c. 40, § 7; 83 Del. Laws, c. 377, § 5; 84 Del. Laws, c. 98, § 3;

Notes of Decisions

Cited in 20 cases (1 in the last 5 years), 1953–2025 · leading case: Bennett v. Breuil Petroleum Corp., 99 A.2d 236 (Del. Ch. 1953).

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Bennett v. Breuil Petroleum Corp., 99 A.2d 236 (Del. Ch. 1953). · cites it 2× “Defendants also say that 8 Del.C. § 157, which authorizes the issuance of rights and options, applies to the rights here involved.”

Cohen v. Ayers, 449 F. Supp. 298 (N.D. Ill. 1978). “Delaware courts have interpreted 8 Del.C. § 157, which contains a variant of the business judgment rule, to mean independent business judgment.”

Anderson v. Dobson, 627 F. Supp. 2d 619 (W.D.N.C. 2007). “8 Del. C. § 157(a) (emphasis added). Furthermore, the directors of a corporation are authorized to issue any additional stock of the corporation not already issued or subscribed to, and the corporation is required to maintain a current stock ledger “as the only evidence as to…”

Gamble v. Penn Valley Crude Oil Corp., 104 A.2d 257 (Del. Ch. 1954). · cites it 2× “8 Del.C. § 157. Defendant suggests that the statutory provision must be construed to have an implied limitation in the form of a reasonable time.”

Patriot Sci. Corp. v. Korodi, 504 F. Supp. 2d 952 (S.D. Cal. 2007). “” 8 Del.Code § 157(a) (emphasis added). In Grimes v.”

Ash v. Brunswick Corp., 405 F. Supp. 234 (D. Del. 1975). “, where the committee exercised a “judgment”, 8 Del.C. § 157 is relevant. Under its terms, the exercise of “judgment” creates a conclusive presumption that the consideration for the grant of the options was sufficient; consequently, the exchange would have to be deemed fair.”

Elster v. Am. Airlines, 106 A.2d 202 (Del. Ch. 1954). “157 of the General Corporation Law, 8 Del.C. § 157. Defendant contends that since this is a derivative action plaintiff's claim is predicated solely upon the right of defendant; that while defendant is named as a party defendant it is actually the real party plaintiff; and that…”

Int'l Bhd. of Teamsters Gen. Fund v. Fleming Companies, Inc., 1999 OK 3 (Okla. 1999). “Oklahoma and Delaware have substantially similar corporation acts, especially with regard to Title 18, §§ 1013 & 1038 which are of primary concern here.”

Forman v. Chesler, 167 A.2d 442 (Del. 1961). “8 Del.C. § 157; act of March 22, 1929; 36 Del.”

CertiSign Holding, Inc. v. Kulikovsky (Del. Ch. 2018). · cites it 4× “Under 8 Del C. § 157(a), “[s]ubject to any provisions in the certificate of incorporation, every corporation may create and issue .”

Richard Forman v. CentrifyHealth, Inc. d/b/a CentriHealth (Del. Ch. 2019). · cites it 2× “112 8 Del. C. § 157. 30 not memorialized in a writing.”

Paul Nguyen v. View, Inc. (Del. Ch. 2017). “30 8 Del. C. § 157. 31 8 Del. C. § 121. 32 See 8 Del.”

Show all 20 citing cases →

— 8 Del. C. § 157(a) — 5 cases

Patriot Sci. Corp. v. Korodi, 504 F. Supp. 2d 952 (S.D. Cal. 2007). “” 8 Del.Code § 157(a) (emphasis added). In Grimes v.”

CertiSign Holding, Inc. v. Kulikovsky (Del. Ch. 2018). “Under 8 Del C. § 157(a), “[s]ubject to any provisions in the certificate of incorporation, every corporation may create and issue .”

Lady Benjamin PD Cannon f/k/a Ben Cannon v. Romeo Sys., Inc. (Del. Ch. 2025).

Higher Educ. Mgmt. Grp., Inc. (Del. Ch. 2014).

— 8 Del. C. § 157(b) — 4 cases

CertiSign Holding, Inc. v. Kulikovsky (Del. Ch. 2018). “Under 8 Del C. § 157(a), “[s]ubject to any provisions in the certificate of incorporation, every corporation may create and issue .”

Richard Forman v. CentrifyHealth, Inc. d/b/a CentriHealth (Del. Ch. 2019). “112 8 Del. C. § 157. 30 not memorialized in a writing.”

Daniel J. Riskin, M.D. v. Brenton Burns (Del. Ch. 2020).

Friedman v. Dolan (Del. Ch. 2015).

— 8 Del. C. § 157(c) — 1 case

In Re MIPS Tech., Inc. Derivative Litig., 542 F. Supp. 2d 968 (N.D. Cal. 2008).

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