Delaware General Corporation Law

The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware. While most small corporations do not have a 2/3 vote requirement, in the exact opposite, most large corporations especially those incorporated in Delaware, do have a 2/3 vote requirement. A company that requires a 2/3 super-majority of shares to vote in favor of a motion can grant, in effect, veto power to a shareholder or block of shareholders that own controlling interest, which is more than 1/3 of the shares. Thus in some cases a single entity can essentially maintain controlling interest with only 33.4% of the outstanding shares. Over 50% of U.S. publicly traded corporations and 60% of the Fortune 500 companies are incorporated in that state.