News & Analysis as of

Fiduciary Duty Directors Delaware

Cadwalader, Wickersham & Taft LLP

Legislation Proposed to Amend the Delaware General Corporation Law

On February 17, 2025, a bipartisan coalition of Delaware lawmakers and the Governor proposed legislation that would, if enacted, address issues raised by recent Delaware judicial opinions and reincorporations by high-profile...more

Wilson Sonsini Goodrich & Rosati

Delaware Legislators and Governor Propose Landmark Legislation

On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more

Wilson Sonsini Goodrich & Rosati

Officer Exculpation and the Silicon Valley 150

Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more

Allen Matkins

A Recent Reminder That Omitting This Averment May Doom A Derivative Claim

Allen Matkins on

Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions.  It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more

Snell & Wilmer

Delaware Confirms Officers, Not Just Directors, Owe Corporate Oversight Duties

Snell & Wilmer on

The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more

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