Modern Counsel for Growing Companies
In plain English
Rights to approve, reject, or otherwise participate in specified company decisions. They may be allocated by person, ownership, class, or another agreed formula and need not match economic percentages. Management authority and voting rights are also distinct, so an owner may have approval rights without directing daily operations.
Types and key distinctions
Supermajority Vote
Approval requiring more than a simple majority, such as two-thirds or 75 percent, as defined by governing documents or law. The calculation may be based on ownership, voting interests, persons, or classes. A high threshold can protect owners while also creating veto power or deadlock.
Written Consent
A documented approval of company action taken without holding a conventional meeting, where law and governing documents permit it. The required voters, signatures, notice, and recordkeeping still matter. Using a written consent does not reduce the approval threshold or allow one person to act for votes they do not control.