Reference no: EM133229724

CORPORATION LAW

FACTS: Assess Ms. Minows ability to use the possible actions to advance her plan mentioned in 

1. Amending the certificate of incorporation

2. Amending the bylaws

3. Increasing the size of the board

4. removing one or more directors

5. Dissolving the company and distributing assets

According to the fact pattern,This is a case of staggered directors.  the Board of directors recommended. The shareholders approved an amendment of the Village charter to provide that "the power to amend the bylaws shall be vested exclusively in the director, and the laws specify that the numbers of directors shall be fixed at 9 members divided into three equal classes, each of whose term shall expire in successive years." Note: Staggered directors can be removed only FOR CAUSE.  

II. RULES: 

Mentioned as follows are the Delaware General Corporation law: ( TWO-THIRDS MAJORITY)

1. Section 109- a corporation bylaws may be provided for amendment by the Board of Directors, by shareholders, or both.
2. Section 141-Any director or the entire board may be removed, with or without cause, by the holder of the majority of the shares entitled to vote at an election of directors, which allows directors to be removed by a simple majority.
3. Section 223. Vacancies and newly created directorship. Board vacancies may be filled by a majority of directors with less than a quorum. Still, if the charter entitles a particular class of directors, vacancies may be filled by a majority of the board elected by such class.
4. Section 242: Amendment of Certificate of Incorporation. The affirmative vote of a majority of the outstanding stock and a majority of each class.
5. Dissolution 275. The majority of the outstanding stock of the corporation is entitled to vote for dissolution

QUESTIONS:

1.) Ms. Minow share of stock is 51 %.  However, Delaware majority is (two-thirds) of the share. Assess Ms. Minow's ability to use the following possible actions to advance her plan: a.) amending the certificate of incorporations, b.) amending the by-laws, c.) increasing the size of the board, d.) removing one or more directors and e.) dissolving the company and distributing assets. Consider DGCL section 109, 141 K, 223a 242 b1, 275. 

2.) Are there other facts you must know before giving your opinion?

3.) Suppose that, instead of amending the bylaws, Morrison had managed to insert all of the above changes in the certificate of incorporation. How could he?