delaware business law – Duane Morris Delaware Business Law

April 11, 2023April 11, 2023 by Rebecca A. Guzman

Do New Delaware General Corporation Law Exculpation Amendments Trigger a Mandatory Class Vote for Changes to Charters?

In August 2022, a number of amendments to the provisions of the Delaware General Corporation Law (DGCL) went into effect. One amendment of note is the extension of Section 102(b)(7)’s exculpation provisions, which now permit corporations to eliminate or limit the personal liability of specified officers for direct claims of breach of the fiduciary duty of care. As a result, several Delaware corporations have amended their charters to extend the Section 102(b)(7) clauses to those senior corporate officers specified under the newly amended statute. Naturally, these actions bring a new issue for the courts to determine: What is the requisite stockholder approval to implement these charter amendments?

To read the full Alert, visit the firm website

March 15, 2023 by Sahba Saravi

Demand Futility Saves McDonald’s Former Executive from Potential Caremark Liability

We discussed in a prior Alert Vice Chancellor J. Travis Laster’s extension of oversight duties and liability therefrom upon corporate officers. While this decision provided answers to long-standing questions relating to the extension of oversight duties, it also brought about concerns regarding the potential increase of exposure to liability. Luckily for those who shared in this concern, Vice Chancellor Laster reminded us all that the requirement to plead demand futility under Court of Chancery Rule 23.1 will continue to serve as an important hurdle to a plaintiff’s success in the courtroom. In a short order released this month, Vice Chancellor Laster dismissed the same breach of oversight claims that previously withstood Court of Chancery Rule 12(b)(6) muster.

To read the full Alert, visit the firm website.

May 8, 2014August 25, 2014 by Richard L. Renck

Welcome to the Duane Morris Delaware Business Law Blog

The lawyers of the Wilmington, DE, office of Duane Morris LLP are pleased to announce the launch of a new blog designed to highlight developments in all aspects of Delaware Business Law. Readers who follow the blog will receive timely reports on: (1) important new opinions from the Delaware Supreme Court, Delaware’s Court of Chancery, and the Complex Commercial Division of the Superior Court; (2) announcements and analysis of amendments to Delaware’s General Corporation Law and alternative-entity statutes; (3) important developments in IP law from the U.S. District Court for the District of Delaware; and (4) news from Delaware’s Bankruptcy Court.

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