Chancery Deals A Blow To Supermajority Bylaw Provisions

Law360, New York (February 10, 2017, 10:38 AM EST) -- Lisa R. Stark

Taylor B. Bartholomew In Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), the Delaware Court of Chancery held that a corporation's bylaw requiring a supermajority stockholder vote for the removal of directors was invalid. According to the court, the supermajority bylaw was inconsistent with Section 141(k) of the General Corporation Law of the State of Delaware (DGCL), which provides that, except with respect to corporations having a staggered board or cumulative voting, any director may be removed with or without cause by the holders of a majority of the outstanding voting power of the corporation....

Stay ahead of the curve

In the legal profession, information is the key to success. You have to know what’s happening with clients, competitors, practice areas, and industries. Law360 provides the intelligence you need to remain an expert and beat the competition.

  • Access to case data within articles (numbers, filings, courts, nature of suit, and more.)
  • Access to attached documents such as briefs, petitions, complaints, decisions, motions, etc.
  • Create custom alerts for specific article and case topics and so much more!


Hello! I'm Law360's automated support bot.

How can I help you today?

For example, you can type:
  • I forgot my password
  • I took a free trial but didn't get a verification email
  • How do I sign up for a newsletter?
Ask a question!