Removal of Directors of a Delaware Corporation

Second Quarter 2013Articles Directors & Boards

The authority to fire a director of a Delaware corporation is possessed solely by the shareholders of the corporation, and a director cannot be removed by his or her fellow directors.

While the inability for a director to remove a fellow director has been well established in Delaware, the rule was reiterated by the Delaware Court of Chancery in Kurtz v. Holbrook, C.A. No. 5019-VCL (Del. Ch. Feb. 9, 2010). In Kurtz, the court faced the decision of whether a proposed bylaw to reduce the size of the board violated Delaware General Corporation Law section 141 (k). The court struck down the proposed bylaw in the case.

Shareholders generally may remove a director with or without cause, with a few exceptions, including when the director is part of a staggered board or a classified board, in which case, that director may only be removed for cause.