Amendments to the DGCL Permit Officer Exculpation

October 2022

Publication| Corporate Governance| Corporate Transactions| Mergers & Acquisitions| Special Committees & Investigations

On August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) was amended to permit a corporation to include in its certificate of incorporation a provision to eliminate or limit the monetary liability of certain corporate officers for breach of the duty of care. Previously, the protection afforded by a so-called exculpatory provision was limited to directors. Although for years there did not appear to be a compelling reason to consider extending the availability of such protection to officers, recent case law and other developments in the case law highlighted the need for the statutory change.

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