By Karen Chesley
Under Delaware law, corporate officers and directors are bound by two distinct obligations: fiduciary duties to stockholders as a whole, and contractual obligations entered into on behalf of the corporation. One species of contractual obligation is “consent rights,” or limitations on what the corporation can do without approval from a specified party. Such rights are commonly granted by corporations in contracts governing loans, joint ventures, and the issuance of preferred stock. More
This article was first published in the Maryland Law Review.