In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided in the certificate of incorporation–and a stockholders’ agreement.
The court provided extensive scholarly analysis and citations to extensive authorities to buttress its reasoning that the stockholders’ agreement involved in this particular case improperly restricted directors’ powers, contrary to Section 141(a), because those restrictions were not contained in the certificate of incorporation.
Fortunately, Professor Stephen Bainbridge provided his typically erudite insights and learned commentary about this opinion on his eponymous blog. At least for now, I won’t add to the good professor’s insights.
My anecdotal observation is that Professor Bainbridge is one of Delaware’s favorite corporate law scholars to the extent that his prolific scholarship is often cited in Delaware court opinions, including in this opinion at footnotes 15, 296, 297, 298, and 299.
A prior decision in this same case two weeks earlier was highlighted on these pages.
In his commentary on this most recent decision linked above, Professor Bainbridge was kind enough to give me a “shout out” as he referred to my above-linked highlights of the earlier decision in this case on my blog, writing that:
I am grateful to the good professor for his kind words.