Exculpation of Personal Liability Expanded to Include Certain Corporate Officers

Harvard Law School Forum On Corporate Governance

Marc S. Gerber Richard J. Grossman Allison L. Land Alexander J. Vargas

Partners Marc Gerber, Richard Grossman and Allison Land and associate Alexander Vargas explain the recently adopted Officer Exculpation Amendment, a change to the Delaware General Corporation Law allowing corporations to include provisions in their certificates of incorporation that limit or eliminate the personal liability of certain officers. Marc, Rich and Allison discuss the response to the amendment and provide next steps for corporations wishing to adopt it.