Under Delaware corporate law, what vote is required to approve a merger?

Under Delaware corporate law, the usual vote required to approve a merger is a majority of the outstanding shares entitled to vote.

Delaware General Corporation Law §251 generally requires approval by the boards of the merging corporations and then by the required stockholder vote. The statutory formulation focuses on outstanding voting stock, not merely the shares whose holders happen to cast ballots. Thus, abstentions and nonvotes can matter because the threshold is ordinarily measured against all outstanding shares entitled to vote.

This is different from a majority of votes cast. If 40% of outstanding shares vote, a proposal cannot normally pass just because more than half of those votes favor it. Delaware corporations may also have certificate provisions, class votes, separate voting requirements, or special statutory pathways that change the analysis. Short-form mergers involving a parent that owns at least 90% of a subsidiary can avoid the ordinary stockholder-vote process.

The rule is therefore best read as the ordinary Delaware merger standard, not an absolute answer for every merger structure. Transaction documents and the corporation’s charter must be checked for additional requirements.