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”)
Officers
Whose Role Is It Anyway? Distinguishing Corporate Officers from Directors
Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally implement the board’s vision and manage the day-to-day operations of the business.
While it’s widely understood that the roles and responsibilities of officers…
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…