Category: Issue 2
Volume 107
Cornell Law Review Online
The “Section 122 Revolution” in Delaware Corporate Law and What to Do About It
Zachary J. Gubler
Marie Selig Professor of Law, Arizona State University, Sandra Day O’Connor College of Law.
Recently, the Delaware General Assembly amended Delaware’s corporate code to allow boards to delegate their decision-making powers to stockholders via contract. These amendments are significant because they effectively overturn a recent Delaware Chancery opinion. They’re also problematic, for two reasons: (1) because they are out of step with the best reading of Delaware corporate law—what…
Feb 2025