Shareholders, Personal Liability, Shareholder Litigation

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

Holland & Knight LLP on 2/19/2025

everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Officer Exculpation and the Silicon Valley 150: Year Two

Wilson Sonsini Goodrich & Rosati on 8/2/2024

Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more

Delaware Extends Exculpation Rights to Senior Officers: Updates and Guidance on Corporate Charter Amendments

Womble Bond Dickinson on 4/24/2023

Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more

AmeriSource Decision a Difficult Pill to Swallow for Securities Plaintiffs

DarrowEverett LLP on 3/22/2023

The opioid crisis has garnered nationwide attention for decades and has resulted in thousands of lawsuits, subjecting pharmaceutical distributors to billions of dollars in damages. AmerisourceBergen (“Amerisource”) — one of...more

Delaware Chancery Court Decision Highlights Risks of Liability for Directors in SPAC Deals

BCLP on 1/25/2022

A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more

Court of Chancery Again Explains Claim Against An Investment Banker

Morris James LLP on 10/30/2015

In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care. Note that the board itself was...more

'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock Principles

Morris James LLP on 6/15/2015

Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more

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