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
Date Written: December 2, 2008
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: Suggested Citation