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The last two years have seen significant developments regarding director liability in shareholder lawsuits. Two notable developments have been the erosion of the protection provided by so-called "exculpation" clauses that many corporations include in their charters, and recent settlements requiring directors to pay amounts from their personal funds without indemnification by the company or proceeds from directors and officers liability insurance.
Exculpation Clauses
Beginning in the mid-1980s, many states added provisions to their corporate taws permitting corporations to include in their charters a provision that directors will not be liable to the ...