Chancellor Chandler just decided Unisuper Ltd. v. News Corporation, a case in which he addresses the tension between shareholder and director power, as blogged by Gordon Smith and Steve Bainbridge who think his conclusion is wrong to the extent he allows shareholders to agree to restrict the power of the board to manage the affairs of the corporation under Section 141(a)of the DGCL. Here is a quote from the court’s opinion:

Delaware’s corporation law vests managerial power in the board of directors because it is not feasible for shareholders, the owners of the corporation, to exercise day-to-day power over the company’s business and affairs. Nonetheless, when shareholders exercise their right to vote in order to assert control over the business and affairs of the corporation the board must give way. This is because the board’s power – which is that of an agent’s with regard to its principal – derives from the shareholders, who are the ultimate holders of power under Delaware law.

Here is the whole decision: download file.
UPDATE: Prof. Ribstein provides his insights here (after returning from his trip to China). Still more supplemental insightful commentary on this case from Ribstein and Bainbridge can be found here.
Among other contract law topics discussed in the opinion include an analysis of whether board resolutions are revocable or otherwise enforceable against the board. Also notable are these interpretations of the concept of fiduciary duties at page 21:

Fiduciary duties exist in order to fill the gaps in the contractual relationship between the shareholders and directors of the corporation. Fiduciary duties cannot be used to silence shareholders and prevent them from specifying what the corporate contract is to say. Shareholders should be permitted to fill a particular gap in the corporate contract if they wish to fill it.