Andrew J. Stanger

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Developments and Trends in Delaware Officer Exculpation Charter Amendments

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more

6/27/2024 / Board of Directors , Breach of Duty , Corporate Charters , Corporate Governance , Delaware General Corporation Law , Duty of Care , Exculpatory Clauses , Personal Liability , Publicly-Traded Companies , Shareholders

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

3/26/2024 / Board of Directors , Controlling Stockholders , Corporate Entities , Corporate Governance , Delaware General Corporation Law , Shareholder Litigation , Shareholders , Shareholders' Agreements

Recent Developments in Delaware Officer Exculpation Charter Amendments

Key Takeaways: As noted in our previous Legal Update, the August 2022 amendments to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a Delaware corporation to include an officer exculpation provision...more

2/6/2024 / Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Exculpatory Clauses , Stocks

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