Despite criticism of Delaware's corporate statutes by the drafters of the original Model Business Corporation Act (MBCA), there has been a constructive symbiosis between the MBCA and Delaware's corporation law, including its statutory component: each set of statutes has been informed by drafting...

The following lecture was presented on March 21, 2005 on the occasion of Professor Lawrence A. Hamermesh's installation as the first Ruby R. Vale Professor of Corporate and Business Law. This is the first endowed professorship created at the Widener University School of Law, and is therefore a...

Because corporate statutes empower stockholders to adopt bylaws unilaterally, bylaws have a potentially significant role in corporate governance. To what extent does that power conflict with the statutory mandate that the business and affairs of the corporation be managed by or under the...

Shareholder election of directors is widely accepted as an important tool in corporate governance. As Boss Tweed's aphorism demonstrates, the shareholder's ability to nominate director candidates should therefore also be deemed important. With ever-increasing shareholder activism and increased...