Richards Layton & Finger

Frechter v. Zier: Delaware Court of Chancery Provides Guidance on Supermajority Voting Provisions

March 31, 2017

In Frechter v. Zier, the Delaware Court of Chancery invalidated a bylaw that, on its own, purported to require a vote of two-thirds of the corporation's outstanding voting stock to remove directors. The Court's opinion provides guidance as to the implementation of supermajority voting provisions under the Delaware General Corporation Law (DGCL), including when such provisions must appear in the certificate of incorporation and when they may appear solely in the bylaws.