Tampering With Bylaws, However Creative, Has Limits
May 26, 2010, 3:18 PM EDT
Law360, New York (May 26, 2010, 3:18 PM EDT) -- In a case of first impression, Kurz v. Holbrook, et al., 2010 WL 707425 (Del. Ch., Feb. 9, 2010), the Delaware Chancery Court (Court) held that a successful consent solicitation by a major shareholder to amend a company’s bylaws to reduce the size of the board from six to three directors so that its two directors would comprise a majority of the board conflicted with Delaware General Corporation Law (DGCL) and was therefore void.
This decision is significant because Delaware courts have never addressed what happens...