Power, Preference or Special Right? Will Delaware Courts Recognize Stockholder’s Right To Challenge Officer Exculpation Amendment

In August of this year, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit Delaware corporations to amend their Certificates of Incorporation to include a provision providing for the exculpation of officers from monetary damages for breach of certain duties owed to the corporation.1 These amendments represented a significant step in […]

Delaware General Corporation Law Amendments Provide Greater Exculpation Protections for Corporate Officers; Expand Delegation Authority for Granting Stock Options

Effective Aug. 1, 2022, the Delaware General Corporation Law (DGCL) has been amended to include exculpation protections for corporate officers, as well as expanded flexibility in connection with the delegation of authority to corporate officers and others with respect to the granting of stock options and other rights to acquire stock. The amendments are part […]

How ESG Is Changing the M&A Landscape

ESG has graduated from a reference in the financial statements of major corporations to a barometer for the health and long-term prospects of any business valued by investors Understanding the growing importance of environmental, social and corporate governance (ESG) in the world of mergers and acquisitions requires looking no further than social media. Countless posts […]