News & Resources

Law360 Highlights Activist Client Alert on Reinforcing Absolute Shareholder Right To Remove Directors

January 22, 2016

Law360 recently highlighted the Firm client alert from Olshan's Activist & Equity Investment Practice Group discussing the recent decision by the Delaware Court of Chancery in In re Vaalco Energy case where, subject to certain exceptions, corporations cannot restrict the right of stockholders to remove directors without cause under Section 141(k) of the Delaware General Corporation Law by maintaining restrictive language in their charters and bylaws. This ruling confirms the traditional interpretation that Section 141(k) provides stockholders with an absolute right to remove directors, unless a company has cumulative voting in the election of directors or a classified board, and provides clear guidance for corporations and stockholders who may be interested in seeking change. Steve Wolosky, Aneliya Crawford and Timothy Knox authored the client alert which can be viewed here.