This is the kind of thing you have to be very careful about if you're an officer of a company. It's permitted under Delaware law to do such things by unanimous consent, and in some circumstances by majority written consent, but certain notices have to be given to the stockholders.[1] In addition, controlling stockholders have fiduciary obligations to non-controlling stockholders.[2] The authority of the majority is not unlimited. In particular, an attempt by the majority, especially when the majority is management, to dilute the rights of the minority while benefiting management usually leads to trouble.
Claiming there was unanimous approval when there wasn't is a great way to get sued.
Claiming there was unanimous approval when there wasn't is a great way to get sued.
[1] http://delcode.delaware.gov/title8/c001/sc07/ [2] https://www.akingump.com/images/content/2/2/v4/22475/Duties-...