ABSTRACT
In August 2024, Delaware enacted what is widely considered the most controversial amendments to the state’s all-important corporate law in at least a generation. Principally, those amendments exalt freedom of contract over what was formerly a ‘cardinal precept’ of corporate law: that the business and affairs of every corporation are managed by its board of directors.
This Article chronicles the legislative history of the 2024 amendments to the Delaware General Corporation Law (DGCL). Specifically, this Article canvasses the context in which the legislation was proposed, chiefly to overturn the Delaware Chancery Court’s decision in West Palm Beach Firefighters’ Pension Fund v Moelis & Company. It then turns to the remarkably rushed and contentious process in which the amendments were drafted, redrafted, and enacted. It examines the arguments made by the legislation’s proponents as well as the vocal objections of investors, practitioners, academics, and, most notably, Delaware’s own judges, including Vice Chancellor J Travis Laster, the author of Moelis. Despite those objections, the 2024 amendments have ushered in a new DGCL Section 122(18) and, along with it, a new cardinal precept in corporate law: freedom of contract.
Manesh, Mohsen, A New Cardinal Precept in Corporate Law (May 16, 2025), 86 Louisiana Law Review (forthcoming 2025).
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