By: Jonathan Calla

The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed legislative amendments to the Delaware General Corporation Law (DGCL), which would have the effect of invalidating a provision in both the certificate of incorporation and bylaws of a stock corporation, which purports to impose liability upon a stockholder for attorney’s fees or expenses of the corporation in connection with a claim arising under the DGCL, including claims of breach of fiduciary duty by a current or former director or officer or controlling stockholder of the corporation, (an intracorporate claim).  280 more words