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. Many of these specific powers are critical to the life of a corporation. 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.
Section 122 grants the corporation other specific powers, all of which are calculated to facilitating the ability of the corporation to act in its own behalf as a corporate person separate from its stockholders.
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