As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to.
The Delaware Court of Chancery has addressed numerous important issues including officer oversight obligations, enforceability of restrictive covenants, intent for voting proxies to bind subsequent holder, potential conflicts in SPAC, reporting under the Corporate Transparency Act.
Delaware Set to include a provision in their certificate of incorporation that eliminates or limits the personal liability,while exculpating directors and certain officers from personal liability is allowed under Section 102b7, such rights are not automatically extended.
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The Delaware Court of Chancery recently held that corporate officers owe a fiduciary duty of oversight similar to that of corporate directors under the Caremark line of cases. This is an important development in Delaware law with implications for Delaware entities.