In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for breaches of the duty of care. Since that time, observers have considered to what extent Delaware public company boards would propose officer exculpation amendments (“OEAs”)
Delaware Law
Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement
By Andrew Noreuil, Cade M. Cross & Brian Massengill on
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an unreasonable restraint of trade. Applying the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Supreme Court held that (i) the forfeiture-for-competition provision…
The Latest Lesson for Corporate Officials from Delaware: Don’t be Casual on Podcasts
Natural as it is to let your hair down in casual podcasts about business and life, these candid off-the-cuff remarks can come back to bite you, including in multi-million dollar lawsuits where judges weigh podcast statements more than sworn testimony. That is a cautionary headline for everyone, set forth on page 10 of a recent…
Boardroom Goverance Podcast Covers the Waterfront
The Boardroom Governance podcast’s Evan Epstein recently caught up with Mayer Brown’s Larry Cunningham to discuss a range of hot topics. Here’s a top-10 list. Listen here
Four Big Takeaways for Boards from McDonald’s II on Oversight and Duty
In a win for corporate boards and vindication of directors at McDonald’s Corporation, the Delaware Chancery Court in McDonald’s II dismissed all shareholder claims that directors violated their oversight duties amid a toxic corporate culture. Four takeaways from Vice Chancellor Laster’s opinion offer valuable guidance for corporate directors in today’s volatile world. Read more
Officer Inculpation and Exculpation: Might McDonald’s and 102(b)(7) Converge?
Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…
Who Are Quality Shareholders and Why You Should Care: The 37th Annual Francis G. Pileggi Distinguished Lecture in Law
The stated purpose of the Pileggi Lecture is to create an opportunity for those “distinguished” in corporate law and governance to address those “most responsible for shaping it:” the Delaware bench and bar. The message I’d like to share is: you are doing an excellent job, and please keep it up. A few takeaways upfront:…