Add to ORKGThis article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe the managerial authority of the board of directors. While shareholders cannot mandate action by the board, they can enact specific prohibitions on its behavior, so long as the board retains enough discretion to implement—in practice, not merely in theory—its managerial policies by other means. The use of such circumscribing bylaws to discourage shirking (or analogous managerial abuses) by the directors or officers resembles the use of negative covenants in debt contracts that seek to prevent the debtor from squandering assets. Bylaw governance thus subtly but significantly reallocates governance power within the corporation, so as to reduce th...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
This Article analyzes the allocation of the power to decide on hostile takeovers as between director...
After more than eighty years of sustained attention, the master problem of U.S. corporate law—the se...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
In a state where the number of registered corporate entities outnumbers the population, Delaware’s s...
Both praise and controversy surround director-adopted bylaws that affect shareholders\u27 litigation...
Delaware corporate law requires directors to manage firms for the benefit of the firm’s shareholders...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
Constitutions constitute a polity and create and entrench power. A corporate constitution - the gove...
Written as part of a symposium on the Delaware General Corporation Law in the twenty-first century, ...
Delaware sets the governance standards for most public companies. The ability to attract corporation...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
This Article analyzes the allocation of the power to decide on hostile takeovers as between director...
After more than eighty years of sustained attention, the master problem of U.S. corporate law—the se...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
In a state where the number of registered corporate entities outnumbers the population, Delaware’s s...
Both praise and controversy surround director-adopted bylaws that affect shareholders\u27 litigation...
Delaware corporate law requires directors to manage firms for the benefit of the firm’s shareholders...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
Constitutions constitute a polity and create and entrench power. A corporate constitution - the gove...
Written as part of a symposium on the Delaware General Corporation Law in the twenty-first century, ...
Delaware sets the governance standards for most public companies. The ability to attract corporation...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
This Article analyzes the allocation of the power to decide on hostile takeovers as between director...
After more than eighty years of sustained attention, the master problem of U.S. corporate law—the se...