Reference no: EM133876850

Assignment:

Effective August 1, 2022, Delaware amended Section 102(b)(7) of their Corporation Code to allow a corporation's certificate of incorporation to include a provision exculpating Section 3114(b) officers (including the president, CEO, and CFO) for a breach of the duty of care. The amendment comes with key exceptions which provide for protections narrower than those available to directors. The breaching conduct could not result in monetary damages but could result in an injunction to stop the behavior that caused the breach. There are some exceptions. Corporations existing prior to 2022 would have to amend their filing and corporations after 2022 can alter their documents to include this change. Create a writing assignment answering the following questions:

• Research the corporation law in your home state (if your home state is Delaware or you live in another country, pick another US state to research)
• Does the corporation law in that state have a similar exculpatory provision, if yes, explain it. If not, why do you think this hasn't been included?
• Do you think this is a reason why Delaware is favored for incorporation?
• Do you think having this exculpatory clause discourages ethical behavior or less responsible behavior?
• Consider if you were an employee concerned about a company officer breaching their duty. What impact do you think this code section has on ethical behavior? Pick an ethical theory from Chapter 2 -Week 1 and explain.