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Delaware Corporations Can Limit or Eliminate Monetary Liability for Duty of Care Breaches by Certain Executive Officers

Delaware lawmakers added or amended more than 50 sections of the state’s business laws governing Delaware corporations and alternative entities during the last legislative session. Most changes went into effect on August 1, 2022. These and other changes are captured in the Fall 2022 Edition of “Delaware Laws Governing Business Entities Annotated.”

Significant changes include:

  • The Delaware General Corporation Law (DGCL). Lawmakers passed an amendment enabling Delaware corporations to include a provision in the certificate of incorporation to limit or eliminate monetary liability for breach of the duty of care by certain executive officers.

The exculpation rights and liability limitations are similar to those afforded to corporate directors, and they may not limit or eliminate monetary liability of officers for derivative claims or for the same types of claims for which exculpation is not available for directors, such as a breach of the fiduciary duty of loyalty. The officers who qualify are specified by reference to Section 3114(b) of Title 10 of the Delaware Code.

Other provisions of Delaware’s corporation law amended during the latest legislative session include delegation authority, virtual meeting notices, appraisal rights, conversions and domestications, and dissolution.

  • Delaware Limited Liability Company Act (DLLC). The state’s Limited Liability Company Act was also amended in 2022. Among the provisions of the Act that were amended are those concerning the definition of limited liability company agreement, permitted methods of document execution, the timing of approvals for limited liability company domestications and conversions, and the effect of filing a certificate of revival of a limited liability company on a series of such limited liability company.
  • Delaware Revised Uniform Limited Partnership Act (DRULPA). Among the DRULPA provisions amended are those regarding the definition of partnership agreement, permitted methods of document execution, the timing of approvals for limited partnership domestications and conversions, and the effect of filing a certificate of revival or certificate of limited partnership on a series of such limited partnership.
  • Delaware Revised Uniform Partnership Act (DRUPA). Amendments to DRUPA include those concerning the definition of partnership agreement, permitted methods of document execution, and the timing of approvals for partnership conversions and domestications.
  • The Delaware Statutory Trust Act (DSTA). Provisions of the DSTA that have been amended include those regarding delegation of authority by a person who has a conflict of interest, ratification or waiver of void or voidable acts or transactions, rights of beneficial owners to obtain information, and permitted methods of document execution. The amendments also add a new Subchapter III to the Act that applies only to statutory trusts registered or regulated under the Investment Company Act of 1940 and relates to control of beneficial interest acquisitions.

The Fall 2022 Edition of “Delaware Laws Governing Business Entities Annotated” also includes in-depth analyses of the changes from CSC® Publishing’s Senior Legal Advisor Matthew O’Toole and his colleagues Michael Maxwell and Alyssa Frank of the Delaware law firm Potter, Anderson & Corroon LLP.

Fall 2022

The Fall 2022 edition is updated through Act Chapter 382 of the 151st General Assembly. The Table of Sections Affected lists all legislative changes, and Blackline Amendment notes in the statutory content clearly indicate the changes made. The Rules of the Court of Chancery have also been updated through September 1, 2022.

More than 35 new case notes from Delaware state courts and from other jurisdiction courts applying Delaware business entity law have been added since the spring edition. Six new full-text cases focusing on the latest legal developments concerning proxies, freezeouts, reverse stock splits, limited partnerships, inspection of records, and revival of corporations have been included in Volume 2. A Table of New Annotations lists added cases, and gray bars in the body of the book indicate where they’ve been inserted.

A comprehensive resource

CSC Publishing releases its flagship publication “Delaware Laws Governing Business Entities Annotated” twice a year to ensure practitioners are working with the most up-to-date statutory information and have access to the very latest case law. Unique features such as the legislative analysis and special commentary in this Fall edition provide additional resources and valuable insight for legal professionals working with Delaware entities.

A comprehensive fee table provides up-to-date information for calculating annual franchise taxes and other related entity fees, while Volume 2 contains the helpful “Guidelines for Persons Litigating in the Court of Chancery.”

The book includes online access to more than 150 forms for incorporation or formation, qualification, mergers, dissolution, and name reservation for all business entity types in Delaware via the LexisNexis® Online Download Center. A list of the forms and contact information for Delaware’s Division of Corporations can be found in the book’s appendix.

The Fall 2022 Edition of “Delaware Laws Governing Business Entities Annotated” is available as a two-volume softbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets, and smartphones that use eReader software or applications. It is also available on the LexisNexis Digital Library.

Other essential resources for Delaware corporate law

Symonds & O’Toole on Delaware Limited Liability Companies, Second Edition

More Delaware limited liability companies are formed each year than any other Delaware business entity. “Symonds & O’Toole on Delaware Limited Liability Companies”—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—offers workable solutions for even the most complex transactions, and practical insight into case law interpreting the statute, to help practitioners provide the best possible representation and advice to clients looking to make the most of their Delaware LLCs.

Co-author Matthew J. O’Toole is a partner, and co-author Robert L. Symonds, Jr. is a retired partner, at Potter Anderson & Corroon LLP in Wilmington, Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is the immediate past chair, and Mr. Symonds is a former chair of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

Voss on Delaware Contract Law

Delaware contract law frequently governs the formation, interpretation, and enforcement of high-stakes commercial agreements throughout the United States; it also underpins the nation’s predominant corporation and business entities laws.

Citing more than 2,750 authorities spanning more than 100 years, “Voss on Delaware Contract Law” provides an unprecedented review of that immense body of law.

Transactional attorneys and litigators will benefit from easy access to thousands of thoughtfully selected and organized quotations of cases, statutes, and rules, as well as harder-to-find court orders and transcripts, covering subjects from contract interpretation to contract-related torts, remedies, and comparative law. To further streamline research, this resource contains an innovative Contract Typology section that surveys authorities by type of contract, clause, and phrase to help identify type-specific considerations and interpretations pertinent to contract drafting and dispute resolution.

“This superb treatise provides an unprecedented compilation of Delaware’s vast contract-related jurisprudence,” says Randy J. Holland, retired justice, Delaware Supreme Court. “Practitioners and jurists will benefit from this comprehensive, expert analysis of the fundamental contract principles that have helped make Delaware the forum of choice for business formations and transactions.”

To learn more about “Delaware Laws Governing Business Entities Annotated,” “Symonds & O’Toole on Delaware Limited Liability Companies,” and “Voss on Delaware Contract Law,” call 1-800-533-1637 or visit



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