Sahba Saravi

Jul 21, 2024 | mondaq.com | Rebecca Guzman |Christopher Winter |Richard L. Renck |Sahba Saravi

Several amendments to the Delaware General Corporation Law (DGCL), articulated in Delaware Senate Bill 313 (SB 313), have been adopted by the Delaware General Assembly and signed into law by Governor John Carney.

May 25, 2023 | lexology.com | Richard L. Renck |Rebecca Guzman |Christopher Winter |Michael B. Gonen |Sahba Saravi

Stock is personal property, giving its owner three fundamental rights―the rights to sell, to vote and to sue. Limitations on the rights to sell and to vote are myriad in Delaware law. In New Enterprise Associates 14, L.P. v. Rich, C.A. 2022-0406-JTL, 2023 WL 3195927 (Del. Ch. May 2, 2023), Vice Chancellor J. Travis Laster confronted the question of whether, how and to what extent stockholders can contract away their right to sue, the mechanism by which all other property rights are secured.

Apr 11, 2023 | lexology.com | Rebecca Guzman |Richard L. Renck |Richard A. Silfen |Christopher Winter |Sahba Saravi

In August 2022, a number of amendments to the provisions of the Delaware General Corporation Law (DGCL) went into effect. One amendment of note is the extension of Section 102(b)(7)’s exculpation provisions, which now permit corporations to eliminate or limit the personal liability of specified officers for direct claims of breach of the fiduciary duty of care.

Mar 15, 2023 | blogs.duanemorris.com | Sahba Saravi

We discussed in a prior Alert Vice Chancellor J. Travis Laster’s extension of oversight duties and liability therefrom upon corporate officers. While this decision provided answers to long-standing questions relating to the extension of oversight duties, it also brought about concerns regarding the potential increase of exposure to liability.

Feb 13, 2023 | lexology.com | Rebecca Guzman |Richard L. Renck |Christopher Winter |Sahba Saravi

Since Chancellor William T. Allen’s seminal ruling in In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), the question of the duties owed by corporate officers, not directors, has remained unclear. For years, practitioners, academics and the courts have grappled with this question and others. Are officers agents, fiduciaries or both? What duties do officers owe? What is the source of those duties? Are they the same as those of directors?