Putting Del. Officers Under The Microscope

Law360, New York (May 5, 2009, 12:00 AM EDT) -- In a Jan. 27, 2009, reversal of a Chancery Court decision, the Delaware Supreme Court provided insight as to when directors and officers might lose the protection of the business judgment rule based on their behavior in the conduct of a sales process.

The court also made explicitly clear that officers of a Delaware corporation, like directors, owe stockholders a duty of care and loyalty in the execution of their responsibilities, possibly without the same rights as directors to exculpation.

Lastly, the court clarified the limitations...
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