This publication serves as a drafting guide for a public corporation that is considering raising equity capital through the issuance of preferred stock to be registered under the Securities Act of 1933. Given significant differences between the features of preferred stock issued by public corporations and preferred stock issued by private corporations, The Annotated Model Certificate of Designations is designed to help lawyers drafting the terms of preferred stock for public corporations in identifying issues and articulating provisions that accurately implement the parties intent.

The Annotated Model Certificate of Designations for Preferred Stock of a Public Corporation reflects preferred stock provisions applicable to public Delaware corporations and is based upon the applicable provisions of the DGCL and includes footnotes containing commentary with references to the DGCL and interpretative Delaware case law. The Annotated Model Certificate of Designations is also intended to guide lawyers who are drafting articles of amendment authorizing preferred stock to be issued by public corporations subject to statutes patterned after the Model Business Corporation Act.

From the Corporate Documents and Process Committee of the Business Law Section.