In this 60-minute session, hear from experts, David Crandall, Partner at Hogan Lovells and Tom Skulski, Managing Director, Proxy at Morrow Sodali, about the recent amendment of the Delaware General Corporation Law 102(b)(7) that now permits an exculpation clause in a corporation’s charter to eliminate or limit the personal liability of the corporation’s officers for monetary damages.
Before this amendment, DGCL 102(b)(7) only allowed for exculpation of directors. Many Delaware public companies will want to take advantage of this new provision to reduce the personal liability exposure of their senior managers, including from class action lawsuits.
In order to take advantage, companies must amend their certificate of incorporation which requires shareholder approval.
- Overview of Delaware statute now permitting DGCL 102(b)(7) exculpation of senior officers
- Implications for DE Incorporated Companies
- Voting requirements
- Shareholder engagement strategies
Thomas P. Skulski, Managing Director - Proxy - Morrow Sodali
Tom Skulski has over 30 years of experience as a trusted advisor in proxy solicitation and corporate governance, as well as mergers and acquisitions. Tom leads one of Morrow Sodali’s Proxy Solicitation teams, providing solicitation and governance services to over 100 clients each year; ranging from small community banks and newly public companies to Fortune 100 companies. Tom is a veteran of numerous mergers and acquisitions, proxy contests, and other complex transactions. He also has written extensively on many topics including industry trends, new proxy advisory firm voting policies and new legislation that affects proxy solicitation and corporate governance.
David Crandall, Partner – Hogan Lovells
David Crandall is a skilled advisor who works closely with clients to produce creative and efficient solutions in corporate and securities matters. David regularly advises companies regarding debt and equity financing in both public and private offerings, buying and selling public companies, shareholder and board matters, and public company obligations. David serves as outside general counsel to numerous companies in the mining, technology, and biopharma industries.
Moderator: Natalie Richardson, Director of Sales - Morrow Sodali
Natalie Richardson has advised corporate issuers and their outside counsel on critical milestones for annual compliance matters, including strategies for Environmental, Social, and Governance (ESG); anti-takeover; compensation; proxy issues; and increasing shareholder engagement. Her experience in financial disclosure solutions includes content and design services for the annual report and proxy statement, trends in human capital disclosure, ESG and Corporate Social Responsibility (CSR) sections of the annual meeting proxy statement.