John Saathoff, left, and Cliff Gardner, right, of Skadden, Arps, Slate, Meagher & Flom. Courtesy photos New Officer Exculpation Amendment Poised to Significantly Impact Del. Corporations
We would expect incorporators and their counsel to consider including officer exculpation in the certificates of incorporation of newly formed companies and the directors and stockholders of existing Delaware corporations to consider whether it is in their best interests to amend their certificate of incorporation to provide for these newly available officer liability protections.
September 14, 2022 at 09:00 AM
6 minute read
On Aug. 1, Gov. John Carney signed into effect a number of amendments to the Delaware General Corporation Law (DGCL). Included among them was an amendment to Section 102(b)(7) of the DGCL that permits Delaware corporations to include in their certificate of incorporation a provision eliminating or limiting the personal liability of certain of the corporation's officers for monetary damages for certain alleged breaches of fiduciary duties.
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