Client Alert

Delaware Supreme Court Responds to Securities and Exchange Commission: Directors Hold the Key to Binding By-Law Amendments

July 31, 2008

Carl Sanchez, Deyan Spiridonov and Ryan Enchelmayer

On July 17, 2008, the Delaware Supreme Court reaffirmed its position that, under Delaware law, boards of directors, rather than stockholders, have the authority to manage the business and affairs of a corporation. In doing so, the Delaware Supreme Court responded to the first-ever request for clarification from the Securities and Exchange Commission (the SEC) to that court, a process authorized only recently by a 2007 Amendment to the Delaware Constitution.

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