From today's WSJ:
[SB 313] expands the breadth and power of stockholder agreements, which are often used by activist investors to gain board seats and by founders to coordinate control. ...
“The law raises some fundamental questions about corporate governance,” said Stephen Bainbridge, a law professor at the University of California, Los Angeles who signed the letter in opposition. “The issue of, ‘Should boards be able to essentially give away their powers through contract?’ There is a lot of disagreement about that.”
The stakes are high for Delaware. “Keeping companies incorporated in Delaware is job one in that state,” he said.
