exercising its judgment in managing the corporation in violation of Section 141(a) of the DGCL, which provides that “the business and affairs of every corporation organized [in Delaware] shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in [the corporation’s] charter.”However, the Moelis court expressly noted that the stockholders’ rights granted in the challenged provisions would not violate Section 141(a) if such rights were provided in the corporation’s certificate of incorporation.This meant the issue with the challenged provisions was a matter of “where” as opposed to “what.”If adopted, the amendment will effectively reverse the chaos that ensued following the Moelis ruling. We will continue to monitor the amendment as it undergoes the approval process and provide updates accordingly. West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, C.A. No. 2021-0309-JTL (Del. Ch. Feb. 23, 2024). HB proposed 8 Del. C. § 122(18). DGCL Amendments Bill Form Synopsis at p. 9 HB proposed 8 Del. C. § 122(18). DGCL Amendments Bill Form Synopsis at p. 10 8 Del. C. § 141(a).Moelis at 12-13.[View source.]

Under 8 Del C. Section 122(17) a corporation may waive any claim that a corporate opportunity was wrongfully taken by a fiduciary. Private equity firms frequently invest in companies in the same line of business.