The company doesn't need SH consent to do a proportional RS because the OS:AS ratio remains the same (proportional). Per Nevada law, they would need SH consent if they wanted to conduct a RS where this ratio changes, as was done with ADXS.

Quote:

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Amarantus scenario:

• Amarantus has approximately 750 million shares (fully diluted) and 2 billion shares authorized (assuming shareholder approval of the increase in authorized shares from 1 billion to 2 billion);

• The Company’s Board elects to reduce the number of outstanding shares to 37.5 million (1:20) and reduce the number of authorized shares to 100 million (1:20) – under the laws of the State of Nevada, Amarantus’ Board of Directors can only implement a proportional reduction in the outstanding shares and authorized shares without a shareholder vote;

• The new cap structure is 37.5M shares outstanding and 100M authorized.

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http://www.thechairmansblog.com/amarantus-bio...-strategy/