A Shareholder’s Guide to Blowing up 100 Years of Delaware Corporate Law: Intellectual Property and Corporate Governance After Delaware Senate Bill No. 313

Abstract This note examines the intersection between shareholders agreements and intellectual property ownership in Delaware corporations after Delaware Senate Bill No. 313. Delaware corporate governance law has created extensive statutory and case law balancing the competing interests of corporate actors. The board of directors maintains an exclusive right to manage the affairs of a corporation, unless otherwise provided in the certificate of incorporation. Delaware law defers to director’s...