DGCL Sec. 122 - Specific Powers

In addition to a corporation's general powers, the statute lays out a series of specific powers available to every corporation. Section 122 grants the corporation other specific powers, most of which are calculated to facilitate the ability of the corporation to act in its own behalf as a corporate person separate from its stockholders.  Many of these specific powers under §122 were once controversial, but by now are almost taken for granted.

For example, the corporate power to make charitable donations is one such specific corporate power that was once controversial. In the early years of the corporate form, donations to charitable causes were deemed to be ultra vires – or beyond the power of boards of directors. Through a series of changes – in the code and the common law – charitable contributions are now permissible. The power to make charitable contributions is intertwined with the current "ESG" discussion. Critics argue that corporate attention to social causes is in conflict with corporate purposes. However, it has been clear since at least the middle of the last century that corporations have the power, and perhaps even a fiduciary duty, to engage in "ESG" conversations.

In June 2024, the Delaware General Assembly added Section 18 to the list of specific powers. At first, the language of this section looks technical, but it is actually more far reaching and significant than is at first apparent. In fact, this amendment is perhaps one of the most consequential amendments to the corporate law in the past 50 years. Its significance will become more obvious when we begin to understand Section 141 and the role of the board of directors in the structure of corporate governance. For now, it's included below for completeness.