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Expert Analysis

Howard-Anderson Does Not Increase Potential D&O Liability

Law360, New York ( August 14, 2014, 10:23 AM EDT) -- Under long-established Delaware law, directors and officers face personal liability if their decisions relating to a change of control transaction constitute a breach of the duty of loyalty. The duty of loyalty focuses on the obligation to act with good faith in the best interests of the corporation and its shareholders. The potential for personal liability has been remote, as the Delaware courts have established that only "an extreme set of facts" will support a finding of a breach of the duty of loyalty....

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