April 3, 2025
Allegra Abramson (LAW ’24), postdoctoral fellow at Temple Law’s Center for Compliance & Ethics, considers the impact of recently-passed S.B. 21 on Delaware’s courts—and whether corporations will truly “DExit.” This article features remarks by Greg Varallo (LAW ’83) from the 2025 Richard H. Walker (LAW ’73) Chair in Business Law Lecture.
The Delaware General Assembly is set to consider amendments to the General Corporation Law of the State of Delaware (DGCL), already approved by the Corporation Law Section of the Delaware State Bar Association, to, among other things, allow Delaware corporations to adopt exculpation clauses limiting or eliminating the monetary liability of certain officers. The proposed amendment to Section 102(b)(7) of the DGCL addresses a growing concern over officer liability, albeit by providing narrower exculpation than is available to directors.