Delaware Finally Catches Up To Nevada (Well, Not Quite)


Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For Nevada corporations, this is nothing new.  NRS 78.138 has for quite some time extended exculpation to corporate officers.

Some significant differences remain, however, between the exculpation provisions of Delaware and Nevada with respect to officers, including:

These are just a few of the more significant differences between Nevada's statute and the recent amendment of Delaware's Section 102(b)(7).  

While on the subject of exculpation, I want to re-moot a question that I raised seven years ago: Are the duties of officers subject to the internal affairs doctrine?   


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National Law Review, Volume XII, Number 215