19 Delaware opinions name it 2 courts 1978–2025 6 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Stone v. Rittergreen2 sentences2018C. § 102(b)(7) (permitting exculpation from liability except for (i) any breach of the director's duty of loyalty; (ii) an act or omission not in good faith or involving intentional misconduct or a knowing violation of law; (iii) an unlawful dividend or stock repurchase under Section 174; and (iv) any transaction from which the director derived an improper personal benefit); Stone, 911 A.2d at 367 (explaining that a Section 102(b)(7) provision “can exculpate directors from monetary liability for a breach of the duty of care, but not for conduct that is not in good faith or a breach of the duty 2016AmSouth Bancorporation v. Ritter, 911 A.2d 362, 369-70 (Del. 2006) ("The failure to act in good faith may result in liability because the requirement to act in good faith is a subsidiary element, i.e., a condition, of the fundamental duty of loyalty.” (quotation marks and alterations omitted)). 31 . 8 Del. | 2 | 2 |
Nemec v. Shradergreen1 sentence2023It currently provides: The certificate of incorporation may also contain . . . [a] provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of: (i) A director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) A director or officer for acts or omissions not in good faith or which involve intentional misconduct or a know | 1 | 1 |
Barkan v. Amsted Industries, Inc.green1 sentence2022Section 102(b)(7) allows stockholders, via a provision in the corporate charter, to eliminate or limit “the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director[.]”147 Critically, Section 102(b)(7) provisions may not exculpate directors for their breaches of the duty of loyalty or “acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law[.]”148 Thus, “[a] good faith erroneous judgment as to the proper scope or content of required disclosure implicates the duty of ca | 1 | 1 |
Shell Petroleum, Inc. v. Smithgreen1 sentence2022Section 102(b)(7) allows stockholders, via a provision in the corporate charter, to eliminate or limit “the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director[.]”147 Critically, Section 102(b)(7) provisions may not exculpate directors for their breaches of the duty of loyalty or “acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law[.]”148 Thus, “[a] good faith erroneous judgment as to the proper scope or content of required disclosure implicates the duty of ca | 1 | 1 |
Martin v. Gaithergreen1 sentence2021Because I have determined Novarus’ reformation claim 106 Martin v. Gaither, 466 S.E.2d 621, 625 (Ga. App. 1995). 107 2010-1 SFG Venture LLC v. Lee Bank & Trust Co., 775 S.E.2d 243, 251 (Ga. App. 2015). 108 Compl. ¶¶ 123–27. 109 O.C.G.A. § 14-11-305(4)(A). 31 is well-founded, and because Novarus has alleged Atticus continued to charge the Company excessive management fees even after it was alerted to the mistake, it is reasonable to infer that Atticus willfully caused harm to Novarus by overdrawing funds from the Company in disregard of what it knew to be the parties’ actual understanding. | 1 | 1 |
2010-1 Sfg Venture LLC v. Lee Bank & Trust Companygreen1 sentence2021Because I have determined Novarus’ reformation claim 106 Martin v. Gaither, 466 S.E.2d 621, 625 (Ga. App. 1995). 107 2010-1 SFG Venture LLC v. Lee Bank & Trust Co., 775 S.E.2d 243, 251 (Ga. App. 2015). 108 Compl. ¶¶ 123–27. 109 O.C.G.A. § 14-11-305(4)(A). 31 is well-founded, and because Novarus has alleged Atticus continued to charge the Company excessive management fees even after it was alerted to the mistake, it is reasonable to infer that Atticus willfully caused harm to Novarus by overdrawing funds from the Company in disregard of what it knew to be the parties’ actual understanding. | 1 | 1 |
Abry Partners V, L.P. v. F & W Acquisition LLCgreen1 sentence2020Tr. v. Billett, 931 A.2d 438 (Del. 2007) (noting that the relevant factors include “the time, place, and contents of the false representations; the facts misrepresented; the identity of the person(s) making the misrepresentation; and what that person(s) gained from making the misrepresentation”). 36 the “reincorporation will result in the elimination of any liability of an officer or director for a breach of the duty of loyalty unless arising under intentional misconduct, fraud or a knowing violation of the law.”130 The Proxy then makes clear that the Company intends to adopt the Forum Selecti | 1 | 1 |
In Re Investors Bancorp, Inc. Stockholder Litigationgreen1 sentence2019See Inv’rs Bancorp, 177 A.3d at 1226 . 62 Realty Growth Inv’rs v. Council of Unit Owners, 453 A.2d 450, 456 (Del. 1982). 63 Bantum v. New Castle Cty. | 1 | 1 |
Gantler v. Stephensgreen1 sentence2019Inc., 132 A.3d at 787 ; see also Gantler v. Stephens, 965 A.2d 695 , 709 n.37 (Del. 2009) (“Although legislatively possible, there currently is no statutory provision authorizing comparable exculpation of corporate officers.”). 160 See Opening Br. 28-29. 40 Because none of the Fund’s purposes or Requests bear exclusively on exculpated claims, AbbVie does not preclude any purpose or Request.161 Calgon also asserts, albeit in a single footnote, an argument that the Supreme Court’s Corwin doctrine162 cleansed any of the Fund’s potential claims because a majority of Calgon’s stockholders approved | 1 | 1 |
Realty Growth Investors v. Council of Unit Ownersgreen1 sentence2019See Inv’rs Bancorp, 177 A.3d at 1226 . 62 Realty Growth Inv’rs v. Council of Unit Owners, 453 A.2d 450, 456 (Del. 1982). 63 Bantum v. New Castle Cty. | 1 | 1 |
In Re the Walt Disney Co. Derivative Litigationgreen1 sentence2016C. § 102(b)(7)(ii) (excluding "acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law”); Disney III, 825 A.2d at 290 ("[Plaintiffs’ allegations support claims that fall outside the liability waiver provided under Disney’s certificate of incorporation.”); see also Stone ex rel. | 1 | 1 |
In Re a Member of the Bar of the Supreme Court of Delaware Tosgreen1 sentence2014See In re Tos, 576 A.2d 607, 610 (Del.1990) (holding that knowing violations of court obligations are prejudicial to the administration of justice and violate Rule 8.4(d)). 44 . | 1 | 1 |
In Re Doughtygreen1 sentence2008See In Re Doughty, 832 A.2d 724, 734 (Del. 2003) (accepting Board's finding that Respondent, while out of compliance, did not knowingly violate a court rule); In Re Mekler, 669 A.2d 655, 666-67 (Del. 1995) (Respondent's genuine but erroneous belief that he had been granted a continuance supported finding that he did not knowingly violate a Court's scheduling order). | 1 | 1 |
In Re Walt Disney Co. Derivative Litigationgreen2 sentences2008See In re Walt Disney Co. Derivative Litig., 906 A.2d at 67 ("[Section 102(b)(7)(ii) ] exculpates directors only for conduct amounting to gross negligence”); id. at 65 ("Section 102(b)(7) of the DGCL ... authorizes Delaware corporations, by a provision in the certificate of incorporation, to exculpate their directors from monetary damage liability for a breach of the duty of care.”). 31 . 2008See In re Walt Disney Co. Derivative Litig., 906 A.2d at 67 ("[Section 102(b)(7)(ii) ] exculpates directors only for conduct amounting to gross negligence”); id. at 65 ("Section 102(b)(7) of the DGCL ... authorizes Delaware corporations, by a provision in the certificate of incorporation, to exculpate their directors from monetary damage liability for a breach of the duty of care.”). 31 . | 1 | 1 |
In Re a Member of the Bar of the State Meklergreen1 sentence2008See In Re Doughty, 832 A.2d 724, 734 (Del. 2003) (accepting Board's finding that Respondent, while out of compliance, did not knowingly violate a court rule); In Re Mekler, 669 A.2d 655, 666-67 (Del. 1995) (Respondent's genuine but erroneous belief that he had been granted a continuance supported finding that he did not knowingly violate a Court's scheduling order). | 1 | 1 |
Emerald Partners v. Berlingreen1 sentence1999Emerald Partners v. Berlin, Del.Supr., 726 A.2d 1215, 1224 (1999). 29 . | 1 | 1 |
Levitt v. Bouviergreen1 sentence1991Co., Del.Supr., 562 A.2d 1188, 1192 (1989) (citing Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972)). | 1 | 1 |
Corrado Bros., Inc. v. Twin City Fire Insurancegreen1 sentence1991Co., Del.Supr., 562 A.2d 1188, 1192 (1989) (citing Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972)). | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Farmer v. State
green
1 sentence2025C. § 772(a)(1). 8 Farmer, 844 A.2d at 300 . 8 (19) The elements of non-compliance with bond are the knowing violation of any provisions of the issued bond.9 The evidence presented at trial, including the testimony of Garcia-Vincente and M.B.S., prison call records, and call recordings, established that the Superior Court first ordered Garcia-Vincente not to contact M.B.S. on June 29, 2023 and Garcia-Vincente repeatedly contacted M.B.S. by letter and phone between July 3, 2023 and November 10, 2023. | 1 | 2025–2025 |
Mills Acquisition Co. v. MacMillan, Inc.
green
1 sentence2024The presentation included a comparison of Delaware and Nevada law and explained that under Nevada law, a director or officer can be liable “only when the plaintiff affirmatively rebuts the business judgment presumption and demonstrates that the fiduciary breach involved intentional misconduct, fraud, or a knowing violation of law.” Id. at ‘063. | 1 | 2024–2024 |
Motorola, Inc. v. Amkor Technology, Inc.
green
1 sentence2023This was sloppy shorthand, not a knowing waiver of rights or statement to a court that warrants an estoppel.72 Accordingly, this matter will turn on contract principals, based on the language of the parties’ agreement in the MOS. 72 “‘[J]udicial estoppel operates only where the litigant’s [present position] contradicts another position that the litigant previously took and that the Court was successfully induced to adopt in a judicial ruling.’” Motorola Inc. v. Amkor Tech., Inc., 958 A.2d 852 , 859–60 (Del. 2008) (emphasis in original) (quoting Siegman v. Palomar Med. | 1 | 2023–2023 |
Ingres Corp. v. CA, INC.
green
1 sentence2020Cos., Inc., 2004 WL 2521295 , at *6. 121 Ingres, 8 A.3d at 1146 . 33 Scientific Games and then force it to redeem its Scientific Games shares at an unfair price.122 That scheme, assuming it is in progress as alleged, has not come to fruition. | 1 | 2020–2020 |
Trenwick America Litigation Trust v. Billett
green
1 sentence2020Tr. v. Billett, 931 A.2d 438 (Del. 2007) (noting that the relevant factors include “the time, place, and contents of the false representations; the facts misrepresented; the identity of the person(s) making the misrepresentation; and what that person(s) gained from making the misrepresentation”). 36 the “reincorporation will result in the elimination of any liability of an officer or director for a breach of the duty of loyalty unless arising under intentional misconduct, fraud or a knowing violation of the law.”130 The Proxy then makes clear that the Company intends to adopt the Forum Selecti | 1 | 2020–2020 |
City of Providence v. First Citizens Bancshares, Inc.
green
1 sentence2020The best Sylebra can muster is an allegation that Nevada state courts are accustomed to “only holding fiduciaries accountable for ‘intentional misconduct, fraud or a knowing violation of the law.”119 That generalized (and unsupported) characterization of the Nevada courts’ orientation is a far cry from raising a legitimate question regarding the integrity or competency of the Nevada courts to provide Sylebra “its day in court.”120 As noted, the determination of unreasonableness is contextual.121 The gravamen of Sylebra’s claim is that Company fiduciaries, including a controlling stockholder an | 1 | 2020–2020 |
In re Nadel
green
1 sentence2018In re Martin , 105 A.3d at 975 (finding a knowing violation of the Rules where attorney remained ignorant of court's order suspending another lawyer from practicing law); see also In re Stull , 2009 WL 4573243 (Del. 2009) ("head in the sand" approach to obligations without any particular objective was knowing conduct); In re Nadel, 82 A.3d 716 , 722 (Del. 2013) (failure to determine any limits on pre-litigation assistance non-Delaware lawyer thought he could provide when "he had every opportunity to learn this information" supported a finding of a knowing violation). | 1 | 2018–2018 |
Briscoe v. State
green
1 sentence1996Id. at 107 . | 1 | 1996–1996 |
Curtis Publishing Co. v. Butts
green
2 sentences1978The Court again cited the doctrine of Johnson v. Zerbst, supra, stating that “an effective waiver must . be one of a ‘known right or privilege’.” 388 U.S. at 143 , 87 S.Ct. at 1985 . 1978The Court again cited the doctrine of Johnson v. Zerbst, supra, stating that “an effective waiver must . be one of a ‘known right or privilege’.” 388 U.S. at 143 , 87 S.Ct. at 1985 . | 1 | 1978–1978 |
New York Times Co. v. Sullivan
green
2 sentences1978In that ease it was held that the failure of the defendant, in a libel action brought by a public figure, to raise constitutional defenses did not constitute a knowing waiver of those defenses where: (1) the decision in New York Times v. Sullivan, 376 U.S. 254 , 84 S.Ct. 710 , 11 L.Ed.2d 686 (1964) supporting the defenses of freedom of speech and freedom of the press in libel actions brought by public officials was not handed down until trial was completed and it was not unreasonable on the basis of existing law to fail to assert those defenses; and (2) because the newly established constituti 1978In that ease it was held that the failure of the defendant, in a libel action brought by a public figure, to raise constitutional defenses did not constitute a knowing waiver of those defenses where: (1) the decision in New York Times v. Sullivan, 376 U.S. 254 , 84 S.Ct. 710 , 11 L.Ed.2d 686 (1964) supporting the defenses of freedom of speech and freedom of the press in libel actions brought by public officials was not handed down until trial was completed and it was not unreasonable on the basis of existing law to fail to assert those defenses; and (2) because the newly established constituti | 1 | 1978–1978 |
Counted by distinct opinions that both name this issue and are annotated to the section; sections every opinion cites regardless of issue are not filtered here, so read the counts against the total above.
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.