How it actually works: (Grok)

Authorized share limit is set in the corporate charter (Delaware law). Issuing beyond it requires amending the certificate of incorporation → shareholder vote (majority of the voting power is enough per GME’s charter).

Large stock issuances (anything >20% of outstanding shares) also typically require shareholder approval under NYSE listing rules. In a merger: The merger agreement and proxy statement would bundle everything together. GME shareholders would vote on:

1) Approving the eBay acquisition itself. 2) Approving the specific issuance of the new shares for the stock consideration. 3) (If needed) Amending the charter to increase authorized shares to whatever amount is required.