Below is information about CORPORATE OFFICERS UNDER DELAWARE LAW from a variety of sources. Please take a look at the materials that our team has selected for you.
https://delcode.delaware.gov/title8/c001/sc04/
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or …
https://techstartuplawyer.com/incorporation/what-officers-are-required-in-a-delaware-corporation/
Any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide.” [Section 142 (a) of the Delaware General Corporation Law] What this means is that you should have at least a President and Secretary. However, all of our startups start with a President, Secretary and Chief Financial Officer.
https://www.delawarellcblog.com/2019/07/what-is-the-role-of-the-officers-of-a-delaware-corporation-and-must-i-have-officers-for-my-corporation/
The Delaware Corporate Agents, Inc., standard form of bylaws defines each officer’s duties but permits all of the duties to be performed by a single person. The principal officers of the Corporation shall be chosen by the Directors and shall be a President, a Vice President, a Secretary and a Treasurer.
https://www.delawareinc.com/blog/what-is-the-role-of-officers-in-a-delaware-corporation/
The officers of a Delaware general corporation, close corporation or public benefit corporation play a vital role in the daily operations and management of the company. Traditionally, the role and titles of the officers will be spelled out internally in the bylaws of the company, but not listed on the Certificate of Incorporation filed with the state of Delaware.
https://codes.findlaw.com/de/title-8-corporations/de-code-sect-8-142.html
(a) Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158 of this title. One of …
https://clsbluesky.law.columbia.edu/2017/05/23/delawares-long-silence-on-corporate-officers/
Even though Delaware’s inaction on officers is not attributable to a deliberate public policy choice, it likely has bolstered Delaware’s corporate law preeminence in the “market” for corporate law. Delaware has achieved a desirable sort of “Goldilocks effect” on the subject of corporate officers. The law – being unsettled – may not clearly be “just right,” but it also …
https://codes.findlaw.com/de/title-8-corporations/de-code-sect-8-145.html
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, …
https://clsbluesky.law.columbia.edu/2020/01/21/the-three-fiduciaries-of-delaware-corporate-law-and-eisenbergs-error/
The Three Fiduciaries of Delaware Corporate Law — and Eisenberg’s Error. Delaware corporate law differs from other areas where fiduciary obligations apply – such as agency, LLCs, partnerships, and trusts. Three distinct actors owe fiduciary duties – executive officers, directors, and controlling shareholders – and numerous aspects of their duties greatly …
https://corpgov.law.harvard.edu/2020/03/10/directors-fiduciary-duties-back-to-delaware-law-basics/
Peter A. Atkins , Marc S. Gerber, and Edward B. Micheletti are partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Atkins, Mr. Gerber, Mr. Micheletti, Robert S. Saunders, and Mary T. Reale. This post is part of the Delaware law series; links to other posts in the series are available here. The dawn of a new …
https://www.delawarelitigation.com/files/2016/01/Delaware-Watch.pdf
When Directors May Be Personally Liable for Corporate Actions. 18. NACD Directorship January/February 2016. Delaware Watch. When Directors May Be Personally Liable for Corporate Actions. Most corporate directors find some solace in the general prin- ciple that when they are acting in their formal corporate capac- ity and sign an agreement on behalf of a corporation, …
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