For those interested, here is an amicus brief in the Hershey section 220 case arguing that  violations of domestic or international law are ultra vires acts.   Download Hershey Section 220 Amicus Brief

[B]ecause Delaware corporations (including defendant The Hershey Company) are chartered only for “lawful” acts or activity, 8 Del. C. § 101(b), illegalities committed by the company are considered ultra vires and may be the proper source of both direct shareholder suits and injunctive actions by the state Attorney General.  Delaware law is explicit on this point. A “lack of capacity or power may be asserted . . .[i]n a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts” or “[i]n a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.” 8 Del. C. § 124.
 

-Anne Tucker

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Photo of Anne Tucker Anne Tucker

Anne Tucker teaches and researches contracts, corporations, securities regulations, and investment funds.

Tucker’s research focuses on three areas of business law. The first is on the regulation and administration of funds (both public and private funds) and how pooled investments can achieve significant…

Anne Tucker teaches and researches contracts, corporations, securities regulations, and investment funds.

Tucker’s research focuses on three areas of business law. The first is on the regulation and administration of funds (both public and private funds) and how pooled investments can achieve significant personal and social ends, such as retirement security and private funding for social entrepreneurship. Second, she focuses on impact investing and contract terms that reinforce impact objectives alongside financial returns. Third, she studies corporate governance, including the role of institutional investors as shareholders. Read More