Section 1. Section 1 of this Act amends § 122. New § 122(18) sets forth certain types of provisions that may be included in contracts between a corporation and its current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to § 141(a). The Court of Chancery recently observed that “[t]he expansive use of stockholder agreements suggests that grea...| legis.delaware.gov
Proposed changes to Delaware’s General Corporation Law would upend more than a century of corporate fiduciary law.| delawarecall.com
In the case of West Palm Beach Firefighters' Pension Fund v. Moelis & Company, the plaintiff, a stockholder of Moelis & Company (the "Company"), challenged the validity of certain provisions in a Stockholder Agreement between the Company and its CEO, Ken Moelis. The agreement gave Moelis extensive pre-approval rights over the Company's board of directors' decisions, the ability to select a majority of board members, and the power to determine the composition of any board committee. The plaint...| Justia Law
To the Honorable Members of the Delaware Legislature: We write to express our opposition to the proposed amendment to Section 122(18) of the Delaware ...| The Harvard Law School Forum on Corporate Governance