[teachingaway]

I think the answer is this: the law requires the exact document - a shareholder consent. It's binary. Either you have the consent or your don't. The judges don't want to be bothered with shades of gray. Allowing an exception for docs that are "close enough" would lead to long and expensive arguments about whether something was "close enough" or not.

Sure, the rule is harsh, but there's an upside. You can look at a corporate doc and know right away whether it's sufficient. No debate. It's either 100% correct, or else it doesn't pass muster.

On balance, is it a good rule? I don't know! It's just one way to write a rule, and there are some upsides (certainty) and downsides (harsh results for a clerical error).