Stockholder and Corporate Board Bylaw Battles: Delaware Law and the Ability of a Corporate Board To Change or Overrule Stockholder Bylaw Amendments

Fall 2008Articles University of Pennsylvania Journal of Business and Employment Law

In 2006, the state legislature of Delaware amended the Delaware General Corporate Law (the “DGCL”) to stipulate that a “bylaw adopted by the stockholders, prescribing the vote required for the election of directors, may not be amended or repealed by the board of directors.”