NATIONAL LAW REVIEW
. . .Section 141(k) of the Delaware General Corporation Law (“DGCL”) provides that that any director “may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors” subject to certain exceptions. In January 2016, the Nutrisystem board amended the bylaw governing the removal of company directors to provide that no director could be removed from office except by the affirmative vote of no less than sixty-six and two-thirds percent of the voting power of all outstanding shares. . .
. . .Frechter confirms that companies may not adopt bylaws that conflict with the provisions of Section 141(k), and that the Chancery Court will view skeptically actions by boards of directors that appear to impair stockholder voting rights.