In August, Delaware amended its General Corporation Law to permit a corporation to include in its certificate of incorporation a provision to eliminate or limit monetary liability of senior officers for breach of the duty of care. Previously, the DGCL only permitted exculpation of directors from such claims. The DGCL amendment allows exculpation of officers’ liability and makes it easier for claims against officers to be dismissed in shareholder litigations in connection with M&A transactions. To take advantage of the DGCL amendment, Delaware corporations will need to amend their charters in order to extend exculpation to senior officers, which requires shareholder approval. For issuers considering amending their charter this season, this note outlines some of the relevant considerations.