Proposed Amendments to DGCL on Stockholder Contracting Would Create More Problems Than They Purportedly Solve
A new frontier of corporate law jurisprudence has emerged. At issue are the limits of corporate contractual freedom and stockholders’ power to change the rules of Delaware corporate law. Recent key cases include the Delaware Supreme Court’s decision in Manti v. Authentix (on waiving appraisal rights) and last year’s decision in New Enterprise Associates v. […]
Sarath Sanga is a Professor of Law and Co-Director of the Center for the Study of Corporate Law at Yale Law School and Gabriel Rauterberg is a Professor of Law at the University of Michigan Law School. Related research from the Program on Corporate Governance includes Letting Shareholders Set the Rules by Lucian A. Bebchuk.
A new frontier of corporate law jurisprudence has emerged. At issue are the limits of corporate contractual freedom and stockholders’ power to change the rules of Delaware corporate law. Recent key cases include the Delaware Supreme Court’s decision in Manti v. Authentix (on waiving appraisal rights) and last year’s decision in New Enterprise Associates v. Rich (on waiving the right to sue for breach of fiduciary duty). Both decisions affirmed stockholders’ power to contract around the rules of corporate law.
