It is a pleasure for me to be with you today at SMU’s Corporate Counsel Symposium. I bring you greetings on behalf of Chief Justice Leo Strine and the entire Delaware Supreme Court. I also want to thank Professor Steinberg and the SMU Law Review for inviting me back to speak.
Today my topic is about the emerging role and use of bylaws as a tool for corporate governance. I will start by touching upon the historical origins of organizational bylaws and their limits. Then I will talk about the framework and case law governing bylaws in Delaware, three recent decisions involving the facial validity of corporate bylaws—the Delaware Court of Chancery’s decisions in Boilermakers Local 154 Retirement Fund v. Chevron Corp. and City of Providence v. First Citizens Bancshares, Inc., as well as the Delaware Supreme Court’s opinion in ATP Tour, Inc. v. Deutscher Tennis Bund. And finally, I will provide my view on the questions you should ask before adopting any of the more controversial bylaws being discussed after these cases. Before I begin, I need to say that the views I give you are my own and do not necessarily reflect the views of my colleagues or the Delaware Supreme Court.
Henry duPont Ridgely, The Emerging Role of Bylaws in Corporate Governance, 68 SMU L. Rev. 317 (2015)