In reference to stockholders, how many stockholders must approve an investment in a new corporation if made under an SEC-registered domestic corporation?

In the context of investment decisions related to a new corporation under the Revised Corporation Code, the requirement for approval from stockholders is clearly defined. For significant corporate actions, such as approving investments or transactions that may affect the corporation's structure or financial commitments, it is typically mandated that a substantial majority of stockholders' consent is required to ensure that the decision reflects a broad agreement among those with a vested interest in the corporation.

The rule that at least two-thirds of the outstanding capital stock must approve such an investment emphasizes the importance of collective decision-making in maintaining the integrity and long-term strategy of the corporation. This high threshold for approval is intended to protect minority stockholders and ensure that major investments align with the interests of the majority.

This requirement stems from the legal framework established in the Revised Corporation Code, which aims to safeguard against hasty or unconsidered decisions that could disproportionately affect stockholders. Other options, such as requiring approval from all stockholders or a simple majority, do not provide sufficient consensus for such a significant decision, while a majority of the board of directors would not account for the broader interests of all stockholders, as their approval is not representative of the corporation's ownership structure.