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Personal Liability Articles of Incorporation

Venable LLP

Officer Exculpation - Delaware and Maryland

Venable LLP on

Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...more

Allen Matkins

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Allen Matkins on

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

Manatt, Phelps & Phillips, LLP

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Allen Matkins

Where Exactly Is It Written That Shareholders Aren’t Liable For Corporate Debts?

Allen Matkins on

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead a corporation to waive the limited liability of shareholders in its...more

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