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username332211yesterday at 2:00 PM1 replyview on HN

I'm sorry but what?

Delaware law exclusively protects the interests of the board of directors. It allows for a unique provision - the hilariously misnamed "Shareholders Rights Plan" that enable a board of directors to issue shares as they please, in order to make sure every attempt at takeover isn't against the interests of the directors.

The only check on the power of the board in a Delaware corporation is the Delaware court of chancellery.


Replies

caminanteyesterday at 2:11 PM

The irony is that the Levine article the parent provided argues that DE did the exact opposite of shareholder wishes!

> it is weird that Tesla’s management and board of directors and (a large majority of) shareholders all agreed that Musk should get paid $55.8 billion for creating $600 billion of shareholder value, and he did do that, and he got paid that, and a judge overruled that decision and ordered him to give back the money. I can see why Musk — and Tesla’s board, and its shareholders — would find that objectionable! They’re trying to run a company here.