Opinion
November 16, 1992
Appeal from the Supreme Court, Nassau County (Winick, J.).
Ordered that the order is affirmed, with costs.
Since the petitioner permitted years to elapse before registering an objection to the manner in which the corporation authorized the issuance of certain shares of stock, he is estopped from arguing that the issuance was improper (cf., Block v Magee, 146 A.D.2d 730, 733; see, Business Corporations Law § 622 [e] [5]). In any event, we reject the petitioner's contention that the stock issuance, which was approved by a majority vote of the outstanding shares, was void because a majority of the corporation's directors did not also approve the measure. The corporation's certificate of incorporation contains no requirement that the issuance of stock be approved by a vote of the board of directors. Further, the cases relied upon by the petitioner are factually and legally inapposite (see, e.g., Matter of Tabulating Card Co. v Leidesdorf, 32 Misc.2d 720). Thompson, J.P., Eiber, Copertino and Pizzuto, JJ., concur.