The New Targets of Shareholder Litigation: Officer Liability Under Delaware Law

Shareholder lawsuits for breach of fiduciary duty typically are brought against a corporation’s directors. But such suits also may be brought - and with increasing frequency are being brought - against a corporation’s officers. In several notable decisions, Delaware courts have allowed claims against officers to proceed and, in those decisions, discussed the potential liability that officers may face and offered certain practical suggestions for limiting the risk of liability faced by officers.

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Jeffrey R. Wolters, Nathan P. Emeritz, “The New Targets of Shareholder Litigation: Officer Liability Under Delaware Law,” Insights: The Corporate & Securities Advisor (October 2014)