June 19, 2019
More on “Delegating Option Grants to Officers”
– Liz Dunshee
A few weeks ago, I blogged about whether the DGCL allows boards to delegate authority to an officer to grant options. An astute member responded with these additional thoughts:
I think per 157(b) the board has to set the terms so a delegated officer wouldn’t have discretion. If the delegation was made to a CEO designated as a committee of one (which was commonly done before the statute was changed to expressly allow delegation to officers for restricted stock grants) then the action would be a board action and the terms could be set by the CEO who would be acting as the board.