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

Hamermesh, Lawrence A., Consent in Corporate Law (August 27, 2014). Business Lawyer, v. 70, p. 161, Winter 2014/2015; Widener Law School Legal Studies Research Paper No. 14-31. Available at SSRN:

Lawrence A. Hamermesh (Contact Author)

Widener University Delaware Law School ( email )

4601 Concord Pike
Wilmington, DE 19803-0406
United States
302-477-2132 (Phone)
302-477-2257 (Fax)

Register to save articles to
your library


Paper statistics

Abstract Views
PlumX Metrics