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Author: Bill Jonason

Bill has been a partner in Dorsey's Corporate group for over twenty-five years. He is chair of the Closely Held Businesses practice group and co-chair of the Mergers & Acquisitions practice group. His practice focuses on corporate law and mergers and acquisitions for both publicly held and closely held companies. He serves as general counsel for numerous small and medium-size businesses without in-house counsel.

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Practice Pointers

The Importance of Full Disclosure

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated.  A breach of these fiduciary duties can expose such directors and officers to liability.  In Morrison v. Berry, No. 12808-VCG, 2019 Del. Ch. LEXIS 1412 (Ch. Dec. 31, 2019), a recent decision published by the Delaware Chancery Court, Vice Chancellor Glasscock granted motions to dismiss against the majority...