Arnold v. Society for Savings Bancorp, Inc.
Delaware Supreme Court
650 A.2d 1270 (1994)
Relevant factsFree
Bancorp shareholder Arnold (plaintiff) sued Bancorp's directors (defendants) over alleged omissions and misrepresentations in a merger proxy statement, but Bancorp's certificate of incorporation included a director-liability limitation under Delaware's § 102(b)(7); Arnold hadn't alleged facts showing the directors acted in bad faith, breached the duty of loyalty, or knowingly waived that liability protection.
IssueFree
Whether, under Delaware law, a corporation's directors may be held liable for disclosure violations if there is a directors' liability limitation in the certificate of incorporation.