Shareholders, Personal Liability, Fiduciary Duty

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

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

Risk of Personal Liability Despite Incorporation

Lowenstein Sandler LLP on 1/26/2022

One of the fundamental principles of corporate law is that the owners, directors and officers of a corporate entity generally are not personally responsible for the entity’s debts. Without this insulation from personal...more

The Latest Successful Caremark Claim

Troutman Pepper Locke on 8/27/2020

In Teamsters Local 443 Health Services & Insurance Plan v. Chou, the Delaware Court of Chancery held, at the pleading stage, that plaintiff stockholders had stated a claim for Caremark oversight liability against certain of...more

The “Long Goodbye” to Duty of Care as a Real Basis for Director Liability in M&A: The Legacy of Chancellor Allen

Dorsey & Whitney LLP on 3/16/2020

The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more

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