Director and Officer Liability: Trends From Recent Delaware Cases

Breach of Fiduciary Duty Claims, Activist Shareholders, Records Retention, Material Conflicts, and Merger Challenges

A live 90-minute CLE video webinar with interactive Q&A

Thursday, March 4, 2021

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, February 5, 2021

or call 1-800-926-7926

This CLE webinar will examine the most significant recent Delaware court decisions impacting director and officer liability. The panel will explain how these decisions may affect future stockholder claims, merger challenges, and demands for books and records. The panel will also address the differences in liability claims brought against directors versus officers.


Several decisions by Delaware courts in 2020 reaffirmed that disinterested and independent directors who conduct themselves in good faith should not face liability for breach of fiduciary duty claims. However, corporate counsel must be familiar with what is necessary to defend such a claim.

Although the governance documents of a Delaware corporation may contain provisions that exculpate directors from liability for breach of the duty of care, such claims nevertheless can be maintained against officers. Therefore, even in cases where claims are dismissed against directors, officers who played a role in a transaction may face liability if they perform their duties in a grossly negligent manner--the standard necessary to establish a breach of the duty of care.

Officer liability is not limited to derivative litigation and may also be alleged in class action merger litigation. Officers must know that when tasked with merger-related projects (such as drafting or reviewing stockholder disclosures) it is imperative to take reasonable steps to inform themselves and board members of material information. Officer liability is increasingly the subject of merger challenges. Delaware companies should be prepared to respond to books and records requests that seek information related to the conduct of not only directors, but also of officers.

Listen as our expert panel discusses the most recent Delaware court decisions related to director and officer liability. The panel will discuss best practices regarding advising boards and officers on avoiding liability and how counsel can address stockholder claims and merger challenges.



  1. Current Delaware litigation
  2. Officers in deal litigation
  3. Stockholder-plaintiff challenges to officer conduct
  4. Books-and-records demands for officer materials


The panel will review these and other key issues:

  • What does current Delaware case law say about director liability, and how can counsel best limit the risk of director liability?
  • What liability do officers have, and how is it different from director liability in merger challenges?
  • How do courts interpret the gross negligence standard applicable to breach of fiduciary duty claims against officers?
  • What requirements do directors and officers have related to record retention in connection with stockholder demands for inspection?


Leavengood, Tyler
Tyler J. Leavengood

Potter Anderson & Corroon

Mr. Leavengood is a partner in the firm's Corporate Group. His practice focuses primarily on corporate and...  |  Read More

Levy, Jaclyn
Jaclyn C. Levy

Potter Anderson & Corroon

Ms. Levy focuses her practice on corporate and commercial litigation in matters involving Delaware corporations and...  |  Read More

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