Case Law Summaries

Delaware - Bylaw Amendment

Frechter v. Zier, C.A. No. 12038 (Del. Ch. 1/29/17). The Delaware Chancery Court ruled that a board of directors could not amend the bylaws to provide that directors could only be removed by a two-thirds stockholder vote.  Sec. 141 of the corporation law provides that directors may be removed by a majority vote.  Therefore the proposed bylaw was inconsistent with the law.

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