Continuing the long line of precedent confirming the primacy of the board of directors in the governance of a Delaware corporation, the Delaware Court of Chancery recently invalidated a stockholder-adopted bylaw that attempted to grant stockholders the right to remove and replace corporate officers, even in situations where the corporation’s board of directors objected to such removal. In a brief 25-page opinion,[1] Vice Chancellor Noble held that, although stockholders generally have the broad power to adopt and amend bylaws, that right is not unlimited and the bylaw at issue would “unduly interfere with directors’ management prerogatives under Section 141(a)” of the Delaware General Corporation Law (the “DGCL”).
