This Unanimous Board Written Consent for Asset Purchase/Merger/Stock Purchase (Buyer Corporation) Automated Template enables you to tailor a written consent by all the directors of the buyer corporation to an M&A transaction (any of asset purchase, stock purchase, merger with private target, or merger with public target) and by jurisdiction. This template includes practical guidance, drafting notes, and optional clauses. Click the Automated Template link above to customize the consent template by (1) transaction structure and (2) the jurisdiction in which the buyer's corporation was incorporated. This template may be used for corporations in any of the 50 states and the District of Columbia. For buyer board resolution clauses tailored to a transaction structure (but not state-specific), see Resolutions of Board of Buyer (Asset Purchase); Resolutions of Board of Buyer (Private Company Merger); Resolutions of Board of Buyer (Public Company Merger); and Resolutions of Board of Buyer (Stock Purchase) In order for a seller or buyer to enter a major corporate acquisition, there are usually requirements for the corporation's board to meet and authorize the transaction through a set of resolutions, as well as recommend the transaction for stockholder vote. You should review the statute of the state of incorporation, the charter document, and the corporate bylaws to understand the requirements particular to the corporation. Under the business or profit corporation law of most states, the board may give written, signed consent in lieu of a meeting if signed by all of the board members (i.e., unanimous consent). In addition, review the applicable statute for notice and other procedural requirements that apply to board approval by consent. The resolutions authorizing such a transaction should describe the underlying reason for the resolutions and establish the legal basis for the authorized action (e.g., the board has determined that the actions are in the best interest of the corporation). In addition to authorizing the transaction, the resolutions should also approve the transaction documents and specifically authorize and direct the corporation's officers to take all actions needed to effectuate the asset purchase. Once approved, whether by meeting of the board or unanimous signed consent, the resolutions that are applicable to your transaction should be inserted in the minute book of the affected corporation. For further discussion of the approvals required in a merger or acquisition, see Fiduciary Duties and Director Approvals in M&A Deals (DE) and Deal Documents and Approvals in M&A Deals. For a full listing of content related to the signing and closing of an M&A transaction, see Signing and Closing the M&A Transaction Resource Kit.