Public Company By-Laws (Delaware Corporation)

by Practical Law Corporate & Securities

A Standard Document containing model by-laws for an established public company that is a Delaware corporation. This Standard Document sets forth the fundamental corporate governance framework, addressing the structure and procedures for the board of directors, officers, and stockholder meetings. It includes detailed provisions governing stockholder rights, such as the requirements for calling special meetings and procedures for stockholder proposals and director nominations, incorporating key considerations for advance notice by-laws (including post adoption of the universal proxy rules under the Securities Exchange Act of 1934) and proxy access. These provisions are designed to manage stockholder communications and proposals effectively, reflecting current market practices and recent developments. Furthermore, this Standard Document addresses critical risk management topics, including director and officer indemnification and the advancement of expenses under the Delaware General Corporation Law (DGCL). It also contains an optional forum selection clause for navigating corporate litigation.