- Delaware Chancery Court Strikes Down Supermajority Director Removal Bylaw
- March 9, 2017
- Law Firm: Greenberg Traurig LLP - New York Office
On Jan. 24, 2017, the Delaware Chancery Court invalidated a corporate bylaw requiring a supermajority vote of the outstanding shares to remove a director. The court found the bylaw inconsistent with the requirements of Section 141(k) of the Delaware General Corporation Law (DGCL), which states “any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors [emphasis added].” The case comes after the court in late 2015 invalidated charter and bylaw provisions that sought to make directors removable only for “cause,” holding that such limitation was only appropriate for companies with classified boards or that allowed for cumulative voting.