The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

The Delaware legislature recently amended Delaware’s General Corporation Law (DGCL) to allow corporations to limit the personal liability of corporate officers for money damages for breaches of their fiduciary duty of care. Prior to this amendment, Delaware only allowed for such “exculpation clauses”—which must be set forth in the certificate of incorporation—for corporate directors.  This disparity resulted in increased litigation against officers for alleged breaches of duties of care when such claims against directors were not available.  The change in Delaware law is a much needed corrective that permits corporations to treat corporate officers and directors similarly.

To read the full post, please click here.

For a PDF of the full memorandum, please click here.