Limiting Corporate Directors' Liability: Delaware's Section 102(b)(7) and the Erosion of the Directors' Duty of Care

Abstract

The corporate directors' duty of care' ideally plays a crucial role in corporate management. From the shareholders' perspective, that duty theoretically represents an emblem of their ownership of, and ultimate control over, the corporation. It aids shareholders in monitoring those who manage the corporation for the shareholders' benefit, while also allowing the courts to scrutinize unreasonable managerial behavior. In reality, however, such an idealistic perspective is naive as the duty of care has, in fact, led a twilight existence.2 Indeed, many have