David Skeel, The Bylaw Puzzle in Delaware Corporate Law, 72 Bus. Law. 1 (2016/2017), available at SSRN.

Christopher M. Bruner

Although corporate bylaws are, by and large, the mundane and technical instruments of day-to-day governance that most understand them to be, they have nevertheless become a key front in the battle for corporate governance supremacy. Shareholders, for their part, possess an inalienable statutory right to adopt, amend, and repeal bylaws, and this represents the only corporate governance action of any consequence […]