A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
Subchapter XIV. Close Corporations; Special Provisions
§ 341. Law applicable to close corporation.
§ 342. Close corporation defined; contents of certificate of incorporation.
§ 343. Formation of a close corporation.
§ 344. Election of existing corporation to become a close corporation.
§ 345. Limitations on continuation of close corporation status.
§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status.
§ 349. Corporate option where a restriction on transfer of a security is held invalid.
§ 350. Agreements restricting discretion of directors.
§ 351. Management by stockholders.
§ 352. Appointment of custodian for close corporation.
§ 353. Appointment of a provisional director in certain cases.
§ 354. Operating corporation as partnership.