Legal Question in Business Law in Delaware

In a Delaware Corp, right after incorporation, can the sole incorporator legally appoint a director that the majority shareholder didn’t approve?

Asked on 11/17/21, 11:20 pm

1 Answer from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

The incorporator may appoint a director before there are any shareholders. If an incorporator is interested in appointing a director that is resistant to shareholder action then the corporation's governing documents must reflect this, in accordance with Delaware law. It would require a fairly complicated capital structure and carefully drafted governing documents to achieve this goal directly or indirectly.

If you require further assistance in this matter PM me.

​ Roman R. Fichman, Esq.

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Answered on 11/18/21, 7:06 am

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