Key Points The Court reversed the invalidation of Moelis & Co.’s stockholder‑agreement provisions: The Supreme Court held that the Court of Chancery erred in concluding that governance provisions requiring the founder’s consent before the company’s board took various actions were void and could be challenged at any time as an ongoing statutory violation. Conflicts with DGCL § 141(a) were voidable, not void: The Court rejected the Court of Chancery’s conclusion that the alleged conflicts with DGCL § 141(a), which protects a board of directors’ discretionary function, render governance provisions void. Instead, the Supreme Court held that, even assuming a conflict with § 141(a), the provisions were voidable—not void—and therefore subject to equitable defenses.