Shareholders, Personal Liability, Corporate Governance

Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States

Lathrop GPM on 2/21/2025

Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more

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

New York Sales Tax: When a Responsible Person Acts Irresponsibly

Rivkin Radler LLP on 2/18/2025

Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...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

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Mayer Brown on 6/27/2024

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

Court Holds Corporations Owed Duty To Protect Third Parties From Abuse By Sole Shareholder

Allen Matkins on 8/21/2023

Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up...more

25% Owner Held Not to Have Dominated and Controlled Corporate Entity to Pierce the Corporate Veil

Freiberger Haber LLP on 6/2/2023

By: Jeffrey M. Haber This Blog has previously written about the benefits of forming a corporation or a limited liability corporation and the perils of ignoring the corporate formalities that are attendant thereto. In today’s...more

Outside Reverse Veil Piercing And LLCs

Allen Matkins on 5/30/2023

"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets. In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...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

The “DAO Jungle” Chronicles: Federal Court Allows DAO to be Sued as a Partnership

Patton Sullivan Brodehl LLP on 4/19/2023

In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more

Delaware Corporate Law Developments: What You Need to Know for 2023

BCLP on 12/14/2022

Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more

Directors' Duties Under English Law — How to Lead in Difficult Times

Katten Muchin Rosenman LLP on 7/1/2022

Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms....more

Due Process No Bar To Alter Ego Action

Allen Matkins on 6/9/2022

In a decision published on Wednesday, the California Court of Appeal held that a defendant's due process rights do not protect the sole shareholder of a corporation from an alter ego action. Lopez v. Escamilla, Cal. Ct....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

California Court Addresses Outside Reverse Veil Piercing Of Chimeric LLC

Allen Matkins on 11/19/2021

Reverse veil piercing involves subjecting an entity to the liabilities of its owner. As Professor Bainbridge has noted, there are two types of reverse veil piercing...more

Piercing the Corporate Veil, or ‘Alter Ego’ liability, in the Cayman Islands, Bermuda, and the British Virgin Islands

Conyers on 8/27/2021

Creative attempts to ‘pierce the corporate veil’ sometimes come before the Courts of Bermuda, the British Virgin Islands, and the Cayman Islands. In some cases, an attempt is made to establish personal liability on the...more

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