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The Duty of Disclosure for Corporate Officers: Avoiding Liability in the Face of Growing Litigation Trend  

Author:  Tyler J. Leavengood.; Jaclyn C. Levy.; Justin T. Hymes.

Source: Volume 54, Number 12, June 15 2021 , pp.133-141(9)

Review of Securities & Commodities Regulation

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In this article the authors outline the fiduciary duties of officers and directors under Delaware law and the limits of their protections from liability. They then turn to recent Delaware cases involving allegations against officers in M & A transactions for breach of the duty of disclosure. They close with practical guidance for officers in such transactions to mitigate the risk of liability.

Keywords: Duty of Loyalty and Duty of Care; Duty of Disclosure; Section 141(e): Protection for Directors; Morrison v. Berry; In re Baker Hughes Inc. Merger Litigation; In re Columbia Pipeline Group, Inc. Merger Litigation

Affiliations:  1: Potter Anderson & Corroon LLP; 2: Potter Anderson & Corroon LLP; 3: Potter Anderson & Corroon LLP.

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