Case #10 kickoff

Lawrence A Hamermesh (Lawrence.A.Hamermesh@law.widener.edu)
Sat, 10 Apr 1999 09:48:09 -0400 (EDT)

Jurists, congratulations -- you are now in the gun lap. As you pound out
the last opinion in the course, consider the following questions:

1. Is the by-law adopted by the stockholders valid, or does it
conflict with the statute (your section 141(a)) conferring managerial
power upon the board of directors, unless otherwise provided by statute
or in the certificate/articles of incorporation?

2. Once the stockholders adopt the by-law at issue, can the
directors validly qualify it as they did, by exercising their concurrent
power to adopt and amend the by-laws?

Best of luck.

-----------------------------------------------
Professor Lawrence A. Hamermesh
Widener University School of Law
4601 Concord Pike
P.O. Box 7474
Wilmington, Delaware 19803
(302) 477-2132
fax: (302) 477-2255