8 Del. Code Ann. § 141

Section 141(e) protects directors who rely in good faith on auditors’ assurances about financial statements and internal controls.

Genworth Financial, Inc. Consolidated Derivative Litigation · filed 2021-09-29(e)

Delaware law requires directors to be informed, but it does not demand that informed directors reject their auditor’s repeated assurances ... regarding complicated aspects of a Company’s public filings, such as reserve levels and GAAP compliance.

Section 141(e) fully protects a director who relies in good faith on information from corporate officers or employees, or from a carefully selected person the director reasonably believes is competent in the matter.

In re Columbia Pipeline Group, Merger Litigation · filed 2023-06-30(e)

Second, a director is “fully protected” when relying “in good faith” on “such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees . . . or by any other person as to matters the [director] reasonably believes are within such person’s professional or expert competence and who has been selected with reasonable care.” 8 Del. C. § 141(e). That is also the case here, and the directors would be fully protected from any consequences of breach.

Section 141(e) allows a board to rely on an assurance it receives from an executive when making a hiring decision.

In re McDonald's Corporation Stockholder Derivative Litigation · filed 2023-03-01(e)

The Board was entitled to rely on the assurance it received from Easterbrook. See 8 Del. C. § 141(e).

Section 141(e) provides an affirmative defense for directors who reasonably rely in good faith on expert advisers’ reports and opinions; it cannot support dismissal unless the defense appears on the complaint’s face.

Carickhoff v. Cantor · filed 2023-06-14(e)

Section 141(e) is also an affirmative defense. ... As such, Section 141(e) cannot act as a mechanism to dismiss the bad faith claims in Count 2.

Section 141(e) protects directors who rely in good faith on reports from officers and experts.

In re ProAssurance Corp. Stockholder Derivative Litigation · filed 2023-10-02(e)

There is no basis to infer that the directors’ reliance on officers and experts was not in good faith.

Section 141(e) protects directors who rely in good faith on professionals and experts, but extensive red flags can support an inference that directors knew of deficiencies despite that reliance.

Lebanon County Employees' Retirement Fund v. Collis · filed 2023-12-18(e)

Nor do we see the Court of Chancery’s conclusion as disturbing the principle, embodied in 8 Del. C. §141(e), that directors are shielded from liability when they rely in good faith upon professionals and experts. This general rule buckles here under the pressure of the well-pleaded facts: the defendants were faced with a staggering number of red flags in the form of lawsuits and investigations over an extensive period of time. When combined with the 2021 Settlement, which resulted in reforms to the Company’s systems and oversight, the inference drawn by the Court of Chancery that the defendants were aware for years of the deficiencies in the Company’s controls but consciously chose not to address them, was, if not the only inference, at least a reasonable one.

Section 141(e) permits directors to rely on an expert only when they reasonably believe the matter falls within that person’s expertise.

Buddenhagen v. Clifford · filed 2024-05-10(e)

Considering Section 141(e) reliance as a factor first assumes a director’s reasonable reliance on a qualified expert.

Section 141(e) permits a board to rely on advice from outside counsel when evaluating a stockholder demand.

In Re Kraft Heinz Demand Refused Derivative Stockholder Litigation · filed 2024-07-19(e)

The Working Group and Board were entitled to rely on Simpson Thacher. See 8 Del. C. § 141(e).

Section 141(e) protects directors who rely in good faith on corporate records or qualified advisers; a factual dispute about bad faith can preclude summary judgment on that protection.

Halperin v. Richards · filed 2024-09-30(e)

Defendants further assert that 8 Del. C. § 141(e) provides an additional, independent basis to reject Plaintiffs’ duty of care claim against the Director Defendants as to the PDC stock valuations. ... Again, because a dispute of fact exists as to whether the Director Defendants acted in bad faith, summary judgment cannot be granted on this basis.

Section 141(e) protects directors who rely in good faith on advice from professionals selected with reasonable care.

In Re Transunion Derivative Stockholder Litigation · filed 2024-10-01(e)

There are no particularized facts in the Complaint supporting a reasonable inference that the Board’s reliance on the advice ... suggests a breach of its duty of loyalty. Under 8 Del. C. § 141(e), directors are “fully protected in relying in good faith” on professionals and experts “selected with reasonable care . . . .”

Section 141(e)’s reliance protection is an affirmative defense that is generally waived if it is not raised in an answer or amended answer.

Gb-sp Holdings LLC v. Walker · filed 2024-11-15(e)

Here, the Count V Defendants did not assert a Section 141(e) defense in their answer and did not at any point seek to amend their answer. Thus, the defense is waived.

Section 141(e) protects directors who rely in good faith on information, opinions, reports, or statements presented by corporate officers or employees.

In Re: Tesla Inc. Stockholder Derivative Litigation · filed 2023-09-15(e)

First, Delaware law provides that directors are “fully protected in relying in good faith” on “information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees.” (Id. at 14) (citing 8 Del. C. § 141(e)).

Whether an email effects a director’s resignation under § 141(b) can require a jury when it was sent to an individual rather than the corporation and contemplated future resignation.

Confederate Motors, Inc. v. Terny · filed 2012-04-19(b)

The issue will have to be resolved by a jury. The email was not directed to the corporation but rather was to "Matt.” Further, it appears to contemplate actions in the future (e.g., to "publicly resign”) and there are facts which indicate that any resignation was not accepted. Thus, at this juncture, the court cannot find that Terny resigned on January 5, 2010 as a matter of law.

Section 141(b) requires a director’s resignation to be given in writing to every board member or to an agent of the corporation.

Dillon v. Berg · filed 1971-05-06(b)

Therefore, the Court interprets the phrase “written notice to the corporation,” used in 8 Del.C. § 141(b) in connection with the resignation of a director, to mean actual written notice to each and every member of the Board of Directors or actual written notice to an agent of the corporation, such as its Chairman of the Board, President, or Secretary.

Section 141(b) treats a director’s resignation as a statutory act rather than a contract.

Martin v. Med-Dev Corporation and Finley · filed 2015-10-27(b)

Based on the plain language of Section 141(b), I conclude that Defendants‟ characterization of director resignations as statutory, rather than contractual, instruments is accurate.

Section 141(b) requires a director’s resignation to clearly manifest an intent to leave the board; an unclear act does not effect a resignation.

Villette v. MondoBrain, Inc. · filed 2020-12-29(b)

What an act of resignation must be, however, is an action that clearly manifests that the director has resigned his fiduciary position. Where the act is less than clear, it is not effective as a resignation.

Section 141 gives shareholders a structural right to board approval of an asset sale, whose violation can support a direct claim independently of injury to the corporation.

Chrystall ex rel. Serden Technologies, Inc. v. Serden Technologies · filed 2012-12-21

Because sections 271(a) and 141 create certain structural rights accruing to shareholders ... they can be violated independently of any injury to the corporation.

Section 141(d) requires directors on a classified board to serve full staggered terms, making a by-law permitting their removal without cause invalid when it conflicts with the certificate’s staggered-term provision.

Essential Enterprises Corp. v. Automatic Steel Prod. · filed 1960-03-15(d)

The by-law here involved, at least as to its removal without cause provision, is inconsistent with the provision of the certificate calling for staggered three year terms for its directors. This is so because it would permit the removal of directors without cause in a manner which would frustrate the plan and purpose behind the provision for staggered terms and because it is incompatible with the pertinent language of the statute and the certificate. Thus, three directors were here purportedly removed at one time although under the certificate and statute only two could be replaced by stockholder vote in any one year.

Section 141(k) permits holders of a majority of shares entitled to vote in director elections to remove directors.

Avins v. Moll · filed 1984-09-06(k)

Section 141(k) of the Delaware Corporation Law, 8 Del.C. § 141(k), provides that any director or directors may be removed by the holders of a majority of shares entitled to vote at an election of directors. Thus, plaintiff could have been removed from the DLS Board at any time in accordance with the terms of Section 141(k).

Section 141(k)(2) prevents removal without cause of directors in a corporation with cumulative voting when the votes against removal would be sufficient to elect them.

Crutcher v. Tufts · filed 2005-02-16(k)(2)

Removal of directors of a corporation having cumulative voting is governed by the special standard set forth in § 141(k)(2). ... As a result, these calculations establish that the minority shareholder, contrary to Defendants' contention, possessed sufficient voting strength to block the removal of the two targeted directors.

Section 141(k) gives a majority of shares entitled to vote in director elections the power to remove directors, so a bylaw cannot require a supermajority for removal.

Frechter v. Dawn M. Zier · filed 2017-01-24(k)

Section 141(k) unambiguously confers on a majority the power to remove directors, and the contrary provision in the Company bylaws is unlawful.

Section 141(k) permits holders of a majority of shares entitled to vote in director elections to remove a director with or without cause, subject to exceptions.

Simple Global, Inc. v. Banasik · filed 2021-06-24(k)

Under Delaware law, “[a]ny director . . . may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors” except in circumstances not applicable here.

Section 141(k) applies to nonstock corporations through subsection (j) and permits a majority of voting members to remove directors without cause when the governing body is not classified.

Rainbow Mountain, Inc. v. Begeman · filed 2025-08-25(k)

Section 141(k) of the DGCL, which applies to nonstock corporations via Section 141(j), allows for the removal of members of the governing body. ... Accordingly, the Written Consent satisfied the voting threshold required to remove the March Board and to elect new members of the RMI Board.

Section 141(k) does not permit a charter provision allowing stockholders with less than a majority of the voting shares to remove directors.

Seavitt v. N-Able, Inc. · filed 2024-07-25(k)

The Removal Provision only has utility once the Lead Investors’ holdings fall below 50%. Thus, in every setting where the Removal Provision operates, it violates Section 141(k).

Section 141(k) permits holders of a majority of shares entitled to vote in a director election to remove directors, subject to exceptions for staggered boards and cumulative voting.

Ami Shafrir Berg v. Bar-Lavi · filed 2026-03-27(k)

Under Delaware law, only the “holders of a majority of the shares then entitled to vote at an election” can remove directors.

Former § 141(e) directed that a nonprofit corporation’s business be managed as its certificate of incorporation provided.

Denckla v. Independence Foundation · filed 1963-07-30(e)

Under the Delaware General Corporation Law, by 8 Del.C. § 141(e), it is directed that the business of every non-profit corporation organized under that law "shall be managed as provided in its certificate of incorporation." We turn, therefore, to the Certificate of Incorporation of Independence to determine whether or not its Board of Directors may legally grant 55% of its assets to another charitable corporation with almost identical purposes.

Section 141(a) permits a corporation’s charter to modify the board’s powers and duties, which can reorient directors’ fiduciary duties.

McRitchie v. Zuckerberg · filed 2024-04-30(a)

The Board Power Exception treats provisions that appear in the DGCL or in the charter as equally effective for tailoring the board’s power and duties.

Section 141(b) permits directors lawfully in office to continue serving until their successors are duly elected and qualified, even if a later election is voidable.

Halle & Stieglitz, Filor, Bullard Inc. v. Empress International, Ltd. · filed 1977-11-02(b)

Under Delaware law a director who lawfully is in office before an election which later is found invalid continues in office until his successor is duly elected and qualified. ... Thus, even if it is assumed that the election of directors is voidable, it is clear that the directors still would have had the authority to approve the tender offer. 8 Del.C. § 141(b).

Section 141(b) keeps directors in office until their successors are properly elected and qualified.

TS Falcon I, LLC v. Golden Mountain Financial Holdings Corp. · filed 2024-08-27(b)

Those directors will remain in office until their successors have been properly elected and qualified, in accordance with the DGCL and HoldCo’s certificate of incorporation and bylaws.

Section 141(h) authorizes directors to set their own compensation but does not set the standard of review or require a plaintiff challenging that compensation to satisfy both prongs of the demand futility test.

Cambridge Retirement System v. Slavko James Joseph Bosnjak · filed 2014-06-26(h)

On its face, § 141(h) only speaks to the authority of directors to set their own compensation. It does not address the standard of review applicable to such a decision. Given the plain text of § 141(h), its legislative history and the lack of any authority supporting defendants’ novel interpretation of the statute, I reject defendants’ invitation to rewrite the disjunctive two-prong test of Aronson to require that both prongs be satisfied when analyzing demand futility regarding a challenge to director compensation that plainly satisfies the first prong.

Section 141(h) authorizes directors to set their compensation but does not create a statutory safe harbor requiring business judgment review of those decisions.

Calma v. Templeton · filed 2015-04-30(h)

Section 141(h) of the Delaware General Corporation Law is a grant of authority for directors to set their compensation, not a statutory safe harbor mandating the business judgment standard of review for director compensation decisions.

Section 141(h) authorizes the board to set director compensation unless the certificate of incorporation or bylaws restrict that authority.

In Re Investors Bancorp, Inc. Stockholder Litigation · filed 2017-12-13(h)

Unless restricted by the certificate of incorporation or bylaws, Section 141(h) of Delaware General Corporation Law (“DGCL”) authorizes the board “to fix the compensation of directors.”

Section 141(h) authorizes boards to fix director compensation, but that authority remains subject to fiduciary duties and entire fairness review for self-interested decisions.

Shiva Stein, derivatively on behalf of The Goldman Sachs Group, Inc. v. Blankfein · filed 2019-05-31(h)

Where a challenge is raised to a director decision on director compensation, however, Section 141 is the beginning, not the end, of the inquiry. The DGCL provision means that the actions of the directors are not ultra vires, but it says nothing about whether those actions are consistent with fiduciary duties. For the reasons just stated, that matter is reviewed under entire fairness.

Section 141(h) permits directors to set compensation, but discretionary awards to directors are subject to entire fairness review when a fiduciary breach is adequately alleged and the awards have not been ratified by disinterested stockholders.

Knight v. Miller · filed 2022-04-27(h)

Section 141(h) of the Delaware General Corporation Law (the “DGCL”) authorizes the board to “fix the compensation of directors.” ... Accordingly, so long as the Plaintiff has pled sufficient facts to properly allege a breach of fiduciary duty claim against the Compensation Committee Defendants, the Outside Director Defendants’ awards, at least, will be subject to entire fairness review.

Section 141(h) authorizes a board to set director compensation, but directors who make discretionary awards to themselves are interested in that decision.

Ayers v. Foley · filed 2026-06-15(h)

Section 141(h) of the DGCL authorizes a board to “fix the compensation of directors.”... But when directors make discretionary compensation awards to themselves, they are necessarily interested in that act, placing it “outside the business judgment rule’s presumptive protection.”

Section 141(b) governs valid board votes, and a director has standing to challenge another director’s exercise of voting power that diminishes the value of her vote.

Sinchareonkul v. Fahnemann · filed 2015-01-22(b)

Valid board action rests on the premise that the matter in question has received affirmative votes from a requisite majority of directors voting on a subject at a meeting at which a quorum is present. 8 Del. C. §141(b). A essential premise for valid board action is that each director has only exercised that degree of voting power to which she is lawfully entitled. If a director has purported to exercise greater voting power, then that director has placed a thumb on the scales and exercised disproportionate influence over the outcome, to the detriment of other directors who have had their right to participate and the value of their votes diminished. The latter directors have been injured and have standing to sue, just as stockholders who have had their voting power diluted suffer an individual injury and can sue directly.

Section 141(d) permits a charter to give directors unequal voting rights, so a board majority may be measured by voting power rather than the number of directors.

MacLaughlan v. Einheiber · filed 2026-02-26(d)

The voting power formulation is necessary because the Delaware General Corporation Law authorizes a charter to grant some directors greater voting rights.

Section 141(b) requires directors to be natural persons; a corporate employer does not become a de facto director merely because its employee serves on another company’s board.

The Honorable Karen Weldin Stewart, CIR-ML, Insurance Commissioner v. Wilmington Trust SP Services, Inc. · filed 2015-03-26(b)

The board of directors of a corporation organized under the Delaware General Corporation Law (―DGCL‖) ―shall consist of 1 or more members, each of whom shall be a natural person.‖122 In the absence of any case law or persuasive logic supporting the Receiver‘s position, I reject the notion that a corporate employer of an employee designated to serve as a director of another company could be deemed a de facto director of that other company.

Section 141(b) permits a corporation’s bylaws to set qualifications for directors.

Beck v. Greim · filed 2020-11-17(b)

The DGCL permits a corporation’s bylaws to establish the qualifications for directors.

Section 141(b) requires director qualifications to appear in the certificate of incorporation or bylaws.

Stream TV Networks, Inc. v. SeeCubic, Inc. · filed 2020-12-08(b)

Under Section 141(b) of the DGCL, any director qualifications must appear in the certificate of incorporation or bylaws.

Section 141(b) requires a Delaware corporation’s directors to be natural persons.

Lidya Holdings Inc. v. Eksin · filed 2022-01-31(b)

The Investor Defendants are entities, and a director of a Delaware corporation must “be a natural person.”

Section 141(b) directs courts to the bylaws to determine the number of directors when the certificate of incorporation does not fix that number.

Palisades Growth Capital II, L.P. v. Alex Bäcker and Ricardo Bäcker and QLess, Inc. (Nominal Defendant) · filed 2020-03-26(b)

8 Del. C. § 141(b) provides that “[t]he number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors . . . .”93 QLess’s Charter does not set the number of directors; it only provides that the common and preferred stockholders shall be entitled to elect certain directors.94 In the absence of direction in the Charter, the Court must look to the Bylaws.

Section 141(a) places decisions about corporate resources with the board; when the board is deadlocked, the court will not order the company to fund competing slates’ proxy expenses.

In Re Aerojet Rocketdyne Holdings, Inc. · filed 2022-02-23(a)

If the board is deadlocked, the court does not act as a tiebreaker that chooses whether to open the corporate purse strings to fund the proxy contests of competing incumbent slates.

Section 141(a) gives directors authority to manage corporate affairs, including control over corporate claims, subject to the demand futility exception for derivative suits.

SDF Funding LLC v. STanly B. Fry · filed 2022-05-13(a)

“A cardinal precept of [Delaware law] is that directors, rather than shareholders, manage the business and affairs of the corporation.”

Section 141(a) gives the board authority to decide whether to bring litigation on the corporation’s behalf.

Diep v. Trimaran Pollo Partners, L.L.C. · filed 2022-06-28(a)

An important aspect of a board’s managerial decisions is whether to initiate, or refrain from initiating, litigation on the corporation’s behalf.

Section 141(a) gives directors authority over corporate affairs, so a stockholder may pursue a corporate claim only after a wrongful refusal of demand or when the directors cannot decide impartially.

City of Detroit Police and Fire Retirement System v. Hamrock · filed 2022-06-30(a)

Because derivative litigation impinges on the managerial freedom of directors in this way, “a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”

Section 141(a) generally gives the board of directors the authority to decide whether to initiate or pursue litigation on the corporation’s behalf.

In Re BGC Partners, Inc. Derivative Litigation · filed 2022-08-19(a)

It flows from a core tenet of Delaware corporate law: “[t]he decision whether to initiate or pursue a lawsuit on behalf of the corporation is generally within the power and responsibility of the board of directors.”

Section 141(a) places corporate litigation assets under the board’s authority, which weighs against giving stockholders direct rights to enforce corporate contracts.

Luigi Crisp v. Elon R. Musk · filed 2022-10-11(a)

Deeming stockholders third-party beneficiaries of corporate contracts risks unsettling the board-centric model by encroaching on the board’s authority over litigation assets.

Section 141(a) gives the board authority to decide what the corporation will do with its litigation assets.

Lebanon County Employees' Retirement Fund v. Collis · filed 2022-12-22(a)

Section 141(a) vests statutory authority in the board of directors to determine what action the corporation will take with its litigation assets, just as with other corporate assets.

Section 141(a) gives the board authority to make decisions about corporate litigation.

In re Baker Hughes, a GE Company, Derivative Litigation · filed 2023-04-17(a)

Section 141(a) of the Delaware General Corporation Law empowers a board of directors “to make decisions regarding corporate litigation.”

Section 141(a) gives the board authority to decide what remedial action a corporation should take after it is harmed, including whether to pursue litigation.

Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton · filed 2023-04-26(a)

When a corporation suffers harm, the board of directors is the institutional actor legally empowered to determine what, if any, remedial action the corporation should take, including pursuing litigation against the individuals involved. See 8 Del. C. § 141(a).

Section 141(a) gives the board default authority over corporate decisions, including whether the corporation should sue.

Atallah v. Malone · filed 2023-07-19(a)

Our state’s corporation law vests default decision-making authority in the board of directors.

Section 141(a) gives the board authority to decide whether the corporation should pursue litigation after it suffers harm.

IBEW Local Union 481 Defined Contribution Plan and Trust v. Winborne · filed 2023-08-24(a)

When a corporation suffers harm, the board of directors is the institutional actor legally empowered to determine what, if any, remedial action the corporation should take, including pursuing litigation against the individuals involved. See 8 Del. C. § 141(a).

Section 141(a) gives the board authority to decide how the corporation responds to harm, including whether to pursue litigation.

IBEW Local Union 481 Defined Contribution Plan and Trust v. Winborne · filed 2023-09-07(a)

When a corporation suffers harm, the board of directors is the institutional actor legally empowered to determine what, if any, remedial action the corporation should take, including pursuing litigation against the individuals involved. See 8 Del. C. § 141(a).

Section 141(a) gives the board authority over corporate litigation assets, which bears on whether stockholders may enforce corporate contracts directly.

Crispo v. Elon R. Musk · filed 2023-10-31(a)

Deeming stockholders third-party beneficiaries of corporate contracts, and thus granting them the concurrent right to enforce that contract alongside the company, risks unsettling the board-centric model by encroaching on the board’s authority over litigation assets.

Section 141(a) gives directors authority to manage the corporation’s business and affairs, including decisions about pursuing corporate claims.

Grabski v. Andreessen · filed 2024-02-01(a)

“A cardinal precept of [Delaware law] is that directors, rather than shareholders, manage the business and affairs of the corporation.”

Section 141(a) gives the board authority to manage the corporation, including deciding whether it should bring litigation.

Harrison Metal Capital III, L.P. v. Mathe · filed 2024-03-27(a)

Section 141(a) of the DGCL provides that a corporation “shall be managed by or under the direction” of its board of directors. 8 Del. C. § 141(a). This managerial authority encompasses the ability to determine whether to “initiate, or refrain from entering, litigation.”

Section 141(a) gives the board authority over corporate affairs, including whether the corporation pursues litigation; entire fairness review of a transaction alone does not remove that authority.

In re Match Group, Inc. Derivative Litigation · filed 2024-04-04(a)

The distinction is grounded in the board’s ... statutory authority to control the business and affairs of the corporation, which encompasses the decision whether to pursue litigation.

Section 141(a) gives a Delaware corporation’s board authority over whether, how, and for how much the corporation should be sold.

Kristen Mary De Suarez D'Aulan v. Patrick Marie Stephane De Suarez D'Aulan · filed 2024-06-27(a)

But Alastor is a Delaware corporation that is overseen by a board of directors. ... The Non-Transfer Judgments would strip him of discretion over whether, by which means, and for how much Alastor should be sold.

Section 141(a) gives the board authority to decide whether the corporation should sue its present or former fiduciaries.

In re Fox Corporation Derivative Litigation · filed 2024-12-27(a)

The board’s authority to govern corporate affairs extends to decisions about what actions the corporation should take after being harmed, including whether the corporation should sue its present or former fiduciaries.

Section 141(a) gives the board authority to manage corporate affairs, including deciding whether the corporation should pursue litigation.

In Re The Trade Desk, Inc. Derivative Litigation · filed 2025-02-14(a)

Section 141(a) of the Delaware General Corporation Law (“DGCL”) provides that a corporation “shall be managed by or under the direction of [its] board of directors.” ... This managerial authority includes whether the corporation should “initiate, or refrain from entering, litigation.”

Section 141(a) gives corporate boards authority over strategic budget decisions; transferring that authority to a state review board can impermissibly amend a corporation’s charter.

Christiana Care Health Services, Inc. v. Carney · filed 2025-05-30(a)

ChristianaCare has put forward a reasonably conceivable claim that the Act impermissibly amends its Charters by transferring the Boards’ authority over strategic budget decisions to the Review Board, in contravention of Section 141(a).

Section 141(a) gives directors authority to manage corporate affairs, including decisions about corporate claims, whether a derivative plaintiff is a stockholder or creditor.

CIBC Bank USA v. Ryan Barker and BERA Brand Management, Inc. · filed 2026-05-29(a)

Demand futility is anchored in the bedrock substantive principle under 8 Del. C. §141(a) that directors—not stockholders or creditors—manage the business and affairs of the corporation.

Section 141(a) gives the board authority to manage the corporation, including decisions about whether it should bring litigation.

Glean Tech Fund II LP v. McIntosh · filed 2025-09-02(a)

Section 141(a) of the DGCL provides that a corporation “shall be managed by or under the direction of [its] board of directors.”

Section 141(a) places ultimate oversight authority with the board, so management cannot unilaterally deny directors access to the corporation’s privileged information.

In re WeWork Litigation · filed 2020-08-21(a)

It is the board of directors of a corporation—not management—that has the ultimate responsibility for overseeing the affairs of the corporation under 8 Del. C. § 141(a). ... To summarize, this decision holds, under basic principles of Delaware law, that directors of a Delaware corporation are presumptively entitled to obtain the corporation’s privileged information as a joint client of the corporation and any curtailment of that right cannot be imposed unilaterally by corporate management untethered from the oversight and ultimate authority of the corporation’s board of directors.

Section 141(a) prevents management from using its control of corporate counsel to deny one half of a divided board access to the company’s legal advice.

In Re Aerojet Rocketdyne Holdings, Inc. · filed 2022-05-05(a)

It would also defy the principles animating 8 Del. C. § 141(a) to find that half of a board faction can rely on its association with management to benefit from the protections of the company’s legal advice to the exclusion of their fellow directors.