Richard L. Renck partner with Duane Morris. Courtesy Photo Breach of a Corporate Charter Provision: Fiduciary Fault or Contractual Claim?
While the courts of Delaware have routinely observed that the governance documents for Delaware corporations—the charter and the bylaws—reflect a type of contractual relationship between and among the stockholders, the corporation and the corporation's board of directors, such a contractual relationship does not always give rise to potential claims for breach of contract where directors are alleged to have caused the company to breach specific provisions of a charter.
March 17, 2021 at 09:00 AM
6 minute read
While the courts of Delaware have routinely observed that the governance documents for Delaware corporations—the charter and the bylaws—reflect a type of contractual relationship between and among the stockholders, the corporation and the corporation's board of directors, such a contractual relationship does not always give rise to potential claims for breach of contract where directors are alleged to have caused the company to breach specific provisions of a charter.
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