Proxy planning 2023 webinar on DGCL 102(b)(7): Amended DE statute allows for officer liability exculpation – Implications for DE-incorporated companies

In this 60-minute session, hear from Securities and Public Company Advisory partner David Crandall and Tom Skulski, Managing Director – Proxy at Morrow Sodali, about the recent amendment of the Delaware General Corporation Law 102(b)(7) that now permits an exculpation clause in a corporation’s charter to eliminate or limit the personal liability of the corporation’s officers for monetary damages.

Before this amendment, DGCL 102(b)(7) only allowed for exculpation of directors. Many Delaware public companies will want to take advantage of this new provision to reduce the personal liability exposure of their senior managers, including from class action lawsuits.

In order to take advantage, companies must amend their certificate of incorporation which requires shareholder approval.

Webinar agenda

• Overview of Delaware statute now permitting DGCL 102(b)(7) exculpation of senior officers

• Implications for DE-incorporated companies

• Voting requirements

• Shareholder engagement strategies

• Q&A

Click here to register for this webinar

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