Week $6$ Writing Assignment

Due Sunday by $11$:$59$pm Points $100,$ Submitting a file upload

Effective August $1,2022,$ Delaware amended Section $102($b$)(7)$ of their Corporation Code to allow a

corporation's certificate of incorporation to include a provision exculpating Section $3114($b$)$ officers $($including

the president, CEO, and CFO$)$ for a breach of the duty of care. The amendment comes with key exceptions which

provide for protections narrower than those available to directors. The breaching conduct could not result in

monetary damages but could result in an injunction to stop the behavior that caused the breach. There are some

exceptions. Corporations existing prior to $2022$ would have to amend their filing and corporations after $2022$

can alter their documents to include this change. Create a writing assignment answering the following questions:

Research the corporation law in your home state $($if your home state is Delaware or you live in another

country, pick another US state to research$)$

Does the corporation law in that state have a similar exculpatory provision, if yes, explain it$.$ If not, why do

you think this hasn't been included?

Do you think this is a reason why Delaware is favored for incorporation?

Do you think having this exculpatory clause discourages ethical behavior or less responsible behavior?

Consider if you were an employee concerned about a company officer breaching their duty. What impact do

you think this code section has on ethical behavior? Pick an ethical theory from Chapter $2-$Week $1$ and

explain.