Officer Exculpation Under Delaware Law—Encouraging Results in Year One

Harvard Law School Forum on Corporate Governance

Brian V. Breheny Allison L. Land Alexander J. Vargas Lanie Yeames

Partners Brian Breheny and Allison Land, counsel Ryan Adams, and associates Alexander Vargas and Melanie Yeames discuss the Officer Exculpation Amendment, a change to the Delaware General Corporation Law that was adopted last year and broadens the exculpation of personal liability to include certain enumerated officers. The authors provide background information about the amendment, review results of the 2023 proxy season, point out lawsuits that have been initiated by stockholders against corporations seeking to adopt officer exculpation amendments and offer next steps for corporations to consider.