News & Analysis as of

Exculpatory Clauses Duty of Care

Mayer Brown

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Mayer Brown on

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more

Hogan Lovells

Delaware Supreme Court holds separate class vote not required for officer exculpation amendment

Hogan Lovells on

In re Fox Corporation/Snap Inc. Section 242 Litigation, the Delaware Supreme Court ruled that corporations do not need to seek votes from each separate stockholder class to approve charter amendments exculpating corporate...more

Mintz Edge

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Mintz Edge on

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more

Dorsey & Whitney LLP

Proposed Statutory Officer Exculpation in Delaware

Dorsey & Whitney LLP on

As we transition into spring, the minds of many corporate attorneys return to the annual updates proposed to the Delaware General Corporate Law (DGCL). If the changes proposed by the Council of Corporation Law Section of the...more

Hogan Lovells

United Food & Com. Workers Union v. Zuckerberg: Exculpatory clause does not render demand futile

Hogan Lovells on

In United Food & Com. Workers Union v. Zuckerberg, No. 404, 2020 (Del. Sup. Sep. 23, 2021), the Delaware Supreme Court adopted a new, three-part test for determining when a shareholder is required to make a pre-suit demand on...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed Against Target Company CEO, Financial...

On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more

Orrick, Herrington & Sutcliffe LLP

Financing a Distressed Private Company – De-Risking Inside Rounds

During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more

Allen Matkins

Before Rapunzel There Was Rudabeh

Allen Matkins on

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

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