Lessons to Be Learned: How the Policy of Freedom to Contract in Delaware's Alternative Entity Law Might Inform Delaware's General Corporation Law

31 Pages Posted: 3 Dec 2008 Last revised: 13 Apr 2009

Ann E. Conaway

Widener University Delaware Law School

Multiple version iconThere are 2 versions of this paper

Date Written: December 2, 2008

Abstract

This article considers whether, as a result of recent activity by alternative entities in the public markets, it is appropriate to revise the Delaware General Corporation Law (DGCL) to provide for greater contractual flexibility to shareholders in all Delaware corporations. Such revisions may seek to alter or redefine the duties of directors and officers. Two situations presently call for contractual modification of managerial duties in public corporations: (1) aiding and abetting liability of advisors to exculpated directors, and (2) nonstockholder constituencies of Beneficial Corporations (B Corporations).

Keywords: corporation law, delaware, business entities, shareholders

JEL Classification: K22

Suggested Citation

Conaway, Ann E., Lessons to Be Learned: How the Policy of Freedom to Contract in Delaware's Alternative Entity Law Might Inform Delaware's General Corporation Law (December 2, 2008). Delaware Journal of Corporate Law (DJCL), Vol. 33, No. 3, 2008; Widener Law School Legal Studies Research Paper No. 09-15. Available at SSRN: https://ssrn.com/abstract=1310383

Ann E. Conaway (Contact Author)

Widener University Delaware Law School ( email )

4601 Concord Pike
Wilmington, DE 19803-0406
United States

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