Delaware Set to Expand Exculpation to Certain Officers of Corporations

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.

Corporate Transparency Act and Implications for Entity Formation and Transaction Structures

The 116th United States Congress passed the National Defense Authorization Act for Fiscal Year 2021, which includes the Corporate Transparency Act (the CTA). The CTA seeks to provide appropriate safeguards to identify bad actors engaged in terrorism, money laundering, sex trafficking and other heinous acts through “shell companies” that are not actually engaged in a bona fide business venture but instead are created for the principal purpose of shielding the owners from liability for engaging in illicit behavior and, in many cases, their identities.