Shareholders, Personal Liability, Corporate Officers

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 Court Decision Poses New Liability Risks for Corporate Officers

Fox Rothschild LLP on 2/8/2023

A recent Delaware Court of Chancery decision exposes corporate officers to significant liability for breach of fiduciary duties and indicates a trend in Delaware courts in which it is now possible for plaintiffs to assert and...more

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Mintz Edge on 8/15/2022

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more

“But I Didn’t Know” – Protecting Yourself from Responsible Person Status

Farrell Fritz, P.C. on 12/12/2016

A couple of weeks ago, we considered a situation in which an unscrupulous partner (perhaps in cahoots with an IRS agent) tried to stick one of their partners with the federal employment taxes owed by their failing business....more

Business Litigation Reporter - June 2016

Goodwin on 6/13/2016

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

Breaches in the Boardroom: What Directors and Officers can do to Reduce the Risk of Personal Liability for Data Security Breaches

Goodwin on 2/9/2015

Corporate directors and officers may increasingly be targets of shareholder derivative lawsuits in the wake of the surge of regulatory actions and private litigation around data breaches,. While no individual directors and...more

MA Appeals Court Narrows but Otherwise Keeps Intact Individual Liability Under the Wage Act

Mintz - Employment, Labor & Benefits... on 1/21/2014

A recent decision from a Massachusetts appeals court should give some Massachusetts certain managers and directors one less thing to worry about. Simply having the title of a manager or director alone is insufficient for...more

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