This program was a discussion focusing on a recent
enabling amendment to the Delaware General Corporation Law that applies to all
public and private Delaware-incorporated companies regarding the extent to
which covered corporate officers may or should be exculpated from personal
liability, as well as cover other recent Delaware statutory amendments. Leading Delaware corporate law experts
advocated for this enabling amendment in an article published last year
entitled “Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective
and Look Ahead.” Questions that will be
explored in the discussion include:
- ·what legal developments have occurred in recent years
to prompt this legislative change,
- what companies
and boards should consider doing now,
- whether or not
publicly traded companies and their boards should take action to reduce the
discrepancies between director and officer exculpation from liability by
proposing amendments to the charter as permitted under the new law, and what
information they should consider in making their decision,how this
development may impact the upcoming proxy season,
- what kind of
engagement with or disclosure to stockholders may be appropriate or helpful if
proposing Charter amendments,
- what may be the
implications for possibly reduced D&O insurance costs,
- what kinds of remedies will continue
to be available to boards and stockholders for problematic officer conduct and
- whether or not the proposed limits to officer
exculpation effectively advance and balance the best interests of corporations
and their stakeholders (including stockholders).
In addition to the foregoing, there was also a
discussion of other recent Delaware statutory amendments of interest to
attendees. The participants were:
- Sabastian V. Niles, Partner, Wachtell, Lipton, Rosen
& Katz, Moderator
- Lawrence
A. Hamermesh, Executive Director, Institute for Law & Economics, University
of Pennsylvania Law School; Professor Emeritus, Widener University Delaware Law
School
- Theodore N.
Mirvis, Partner, Wachtell, Lipton, Rosen & Katz
- Patricia O.
Vella, Partner, Morris, Nichols, Arsht & Tunnell LLP
- Justin P. Klein, Director, John L. Weinberg Center for
Corporate Governance, Welcome