Board Committees

Delaware GCL § 141(c)
Authorizes board committees

1996 amendment

Made changes to the requirement that
establishing a committee be made by
"a resolution adopted by a majority of the whole board"

Zapata v Maldonado (Del 1981)

Board with a majority of interested directors can still delegate to a board committee of disinterested directors

Jedwab v MGM Grand Hotels (Del Ch 1956)

Failure to delegate to a committee is not in and of itself a breach of fiduciary duty

Scattered v Chicago Stock Exchange C.A. No. 14010, slip op. aff'd (Del 1997)

Advisory board doesn't have to comply with DGCL §141(c)
Can include non-directors

Related Topics

Delaware General Corporation Law

Special Committees

Clear Gif