Consent in Corporate Law
22 Pages Posted: 29 Aug 2014 Last revised: 21 Jan 2015
Date Written: August 27, 2014
Recent Delaware case law explores and extends what the author describes as the “doctrine of corporate consent,” under which a stockholder is deemed to consent to changes in the corporate relationship that are adopted pursuant to statutory authority (such as by directors adopting bylaws). This essay examines whether and to what extent there may be limits on the application of the doctrine of corporate consent, and whether fee-shifting bylaws exceed those limits.
Keywords: corporate consent, Delaware, corporation law, fee-shifting bylaws
JEL Classification: K22
Suggested Citation: Suggested Citation