Delaware SB 21

The Chancery Daily continues to follow the proposed changes to the Delaware General Corporation Law, and to augment our compilation of information and analysis about the current bill, SS 1 to SB 21, which was signed into law by Governor Matt Meyer on Tuesday, March 25, 2025.

Timeline: 

Monday, February 17, 2025: Changes to the Delaware General Corporation Law were proposed as SB 21 to the Delaware General Assembly. 

Monday, March 3, 2025: Changes to the proposed SB 21 amendments to the DGCL were circulated to the Corporation Law Section of the Delaware State Bar Association. 

Monday, March 10, 2025: The Corporation Law Section met to vote on the proposed changes to the SB 21 amendments to the Delaware General Corporation Law at a Special Meeting. Voting on the CLC-revised SB 21 was taken by paper ballot. The result of the vote was 160-57. Shareholder lawyers proposed a compromise version of SB 21 to the Delaware General Assembly along with an explainer on the proposal.

Tuesday, March 11, 2025: The Delaware General Assembly reconvenes in session. Bloomberg originally reported that the Executive Committee of the DSBA today voted to take no position on SB 21, but the DSBA later posted on LinkedIn that they had unanimously approved the request of the Corporation Law Section. It sounds like this difference may be one of interpretation, and that the potential point of interest is the narrow ask from the CLC, which was unanimously approved, but did not itself request the approval of the Executive Committee, which IIUC has — in past years — always been requested.

Wednesday, March 12, 2025: Substitute bill has been filed — SS 1 to SB 21 — mostly reflecting the CLC’s revisions, although the bill as officially filed is not identical to that which was voted on by the Corporation Law Section. The Senate Judiciary Committee held the first hearing on SB 21 in the 153rd General Assembly. An archived version of the livestream is available here. A draft transcript of the hearing is available here.

Thursday, March 13, 2025: Senate Floor debate and vote on SB 21 took place, and the archived livestream is available here. The Senate passed SS 1 to SB 21 by a vote of 20-0. A draft transcript of the hearing is available here. In the early portion of the transcript, there is a letter from the Corporation Law Council read into the record that explains the status of Senate Concurrent Resolution 17, for which the CLC has requested additional time to respond. The Senate granted the request to extend the deadline from March 31, 2025 to December 2025 / January 2026. 

Tuesday, March 18, 2025: Representative Sophie Phillips filed House Amendment 1 to Senate Substitute 1 for Senate Bill 21, which makes the regime an opt-in. According to the Synopsis, “This Amendment mirrors the proposed changes in SS 1 for Senate Bill 21, but provides that the corporation must “opt-in” to adopt them. It adds a new section one, which describes the method by which the corporation may opt in to the changes from the default, existing law.” This proposal is supported by a wide range of corporate law experts.

Wednesday, March 19, 2025: House Judiciary Committee hearing on SS 1 to SB 21 was held. The recording of the public livestream is available here. The bill was voted out of committee 9-2. The hearing transcript is available in all its 94-page glory here.

Thursday, March 20, 2025: No vote today on SB 21 in Delaware’s 153rd General Assembly.

Tuesday, March 25, 2025: The House will hold the final vote on the bill. The opt-in amendment — HA 1 to SS 1 to SB 21 — is also on the schedule alongside the main bill. The session begins at 2 p.m. and is scheduled until 8 p.m. The House will convene at 2 o’clock, go through administrivia, recess for private caucus, and then reconvene for floor debate and voting. Follow TCD on LinkedIn for real-time updates

Primary Sources:

SB 21 Legislative Homepage 

SB 21 Draft Text

SB 21 CLC Revisions

SS 1 to SB 21 Substitute Bill

SB 21 Compromise Proposal

SB 21 Opt-In Proposal

Information on the Opt-In Proposal:

• Fixing SB 21 Presentation

• Eric Talley, A Contractarian Path Forward for Delaware: A Modest Proposal for SB21

• Stephen Bainbridge, Talley and Gordon on Contractarian Solutions to the Conflicted Controller Debate Surrounding SB 21, which I endorse

Investor Insights:

• CalPERS, Letter to Delaware Leadership

• Chicago Teachers’ Pension Fund, Letter to Legislators

• Council of Institutional Investors, Letter to Governor Matt Meyer

• International Corporate Governance Network, Letter to Legislators

• Joint Letter to Delaware General Assembly from Shareholders’ Counsel

• Public Investor Letter in Opposition to Delaware Senate Bill 21

• Managed Funds Association & Council of Institutional Investors Joint Letter

Academic Commentary:

• Alan Jagolinzer, Stephan Lewandowsky, Sander Van Der Linden, The False Crisis Pushing Delaware to Surrender Shareholder Rights

• Andrew K. Jennings, Andrew Verstein on the Corporate Census

• Andrew Verstein, The Corporate Census

• Ann Lipton, Delaware Decides Delaware Law Has No Value

• Ann Lipton, Good thing or bad thing?

• Ann Lipton, Good or bad – addendum

• Ann Lipton, SB 21 just keeps unfolding like a flower

• Ann Lipton, The Legitimation of Shareholder Primacy

• Ann Lipton, Why is all this coming to a head in Delaware now?

• Ann Lipton and Michael Levin, Delaware statute amendments

• Anthony Rickey, Reform is in the (Delaw)are

• Anthony Rickey, “Opt In” Amendments to SB 21 are Unnecessary

• Anthony Rickey, SB 21’s Medium- and Long-Term Consequences

• Anthony Rickey, (Some of) the Political Economy of SB 21

• Brian Quinn, Corporate Vandalism

• Brian Quinn, Just a little adjustment?

• Brian Quinn, The Long Tails of Corporate Law

• Charles Elson, Letter to the General Assembly

• Christine Hurt, Texas, Delaware and the New Controller Primacy

• Dael Norwood, DGCL Fiasco 2025: Sources

• Dael Norwood, The Data Does Not Support the Narrative

• Eric Talley, Sarath Sanga and Gabriel V. Rauterberg, Delaware Law’s Biggest Overhaul in Half a Century: A Bold Reform – or the Beginning of an Unraveling? 

• Evan Epstein, The Twists and Turns of State Incorporations

• Gabriel L. Johnson, Seismic Change Proposed in Delaware: Summarizing SB 21’s Proposals and Initial Reactions from Legal Community

• Jans Frankenreiter, What the Past Can Teach Us About SB 21 and the Threat of Corporate Exodus

• Joel Friedlander, Don’t Undermine Delaware’s Judiciary at the Behest of Elon Musk

• John Jenkins, DGCL Amendments: Much Ado About What SB 21 Would Undo

• John McCarrick, D&O Diary, DExit Drama and D&O Insurance Issues

• Jonathan Macey, Roberta Romano, Texas is Disrupting Delaware’s Dominance through Innovation

• Kevin LaCroix, D&O Diary, Critics Launch Campaign Opposigin Delaware’s SB 21

• Kevin LaCroix, D&O Diary, The Delaware Redomestication Debate Heats Up

• Lawrence Cunningham, Delaware Aptly Balances Certainty and Scrutiny in Corporate Law

• Lucian Bebchuk, Delaware: The Empire Strikes Back

• Lucian Bebchuk, Ed Rock, and Kobi Kastiel, Delaware and the Perils of Small Minority Controllers

• Michael Barry, A Member of Corporation Law Council’s Statement In Opposition to SB 21

• Renee Zaytsev, What boards should know about Delaware’s planned reforms [Updated]

• Roy Shapira, An Overlooked Cost of Delaware’s Corporate Law Overhaul

• Stephen Bainbridge, A Comment on Larry Cunningham’s Weinberg Center Program on SB 21: Would Tornetta Come Out the Same Way?

• Stephen Bainbridge, A Question About Delaware SB 21 and Fairness

• Stephen Bainbridge, Another Delaware SB 21 drafting problem

• Stephen Bainbridge, Delaware Senate Bill 21: A Comprehensive Analysis and Proposals for Improvements

• Stephen Bainbridge, Could the Chancery Court End-Run SB 21?

• Stephen Bainbridge, Courts are not omniscient and/or sacrosanct. Not even Delaware courts. The law governing conflicted controller transactions needs a legislative fix.

• Stephen Bainbridge, DExit is a trickle not a flood and is unlikely to become a cascade

• Stephen Bainbridge, Delaware SB 21 and Director and Officer Conflict of Interest Transactions: The Good, the Bad, and the Missed Opportunities

• Stephen Bainbridge, Is Delaware SB 21 the Start of a Race to the Bottom?

• Stephen Bainbridge, Preliminary Reaction to Delaware SB 21 and Comparison to the Proposals I Made in A Course Correction for Conflicted Controller Transactions

• Stephen Bainbridge, Professor Talley Poses a SB 21 Question: I resort to AI

• Stephen Bainbridge, The Badly Drafted Books and Records Provisions of Delaware SB 21: What Documents Can Shareholders Inspect?

• The Activist Investor, Delaware Will Be Just Fine

CLEs / Live Media, Letters and Other Materials:

• 37th Annual Tulane Corporate Law Institute – March 6-7, 2025

• Chief Justice Seitz addressed the Joint Finance Committee and presented the Judiciary’s operating budget requests for Fiscal Year 2026. The full presentation is available here. The Chief Justice emphasized the importance of an independent judiciary.

• Eric Talley, Lecture at Case Western Reserve University Law School, The Renewed (and Wild) Race in Corporate Law

• Eric Talley, spreadsheet of Delaware Supreme Court decisions overturned (or likely overturned) by SB 21

• Executive Session, The Directors & Boards Podcast, Bob McCormick and Charles Elson

• Governor Matt Meyer Calls for Swift Passage of Senate Bill 21

• Mayer Brown / Weinberg Center – State of Play — Delaware’s Corporate Franchise Business

• Michael Watson, Understanding Delaware’s Senate Bill SB 21 and the Growing Opposition

News and Commentary:

• ALM, Do Bright Lines Definitions in Delaware’s Corporate Law Amendments Afford a ‘Clear Playbook’ or Place Chancery in ‘Straitjacket’?

• American Prospect, Why are Delaware Democrats Trying to Give Elon Musk $55 Billion?

• Bloomberg, ANALYSIS: DExit Pits Chancery Against Controlling Stockholders

• Bloomberg, Delaware Corporate Law Overhaul Opposed by Pension Fund Coalition

• Bloomberg, Musk Appeasement Gambles Delaware’s Corporate Golden Goose

• Bloomberg, Musk’s War on Delaware Spurs Bill to Hang on to Businesses

• Cape Gazette, Delaware’s corporate edge is under siege – time to strike back

• CNBC, After Elon Musk’s Delaware exit, state lawmakers weigh bill to overhaul corporate law

• CNBC, Meta’s potential exit from Delaware had governor worried enough to call special weekend meetings

• CNBC, Tesla’s law firm drafts Delaware bill that could salvage Musk pay package 

• CoastTV (NBC), Delaware lawmakers look to calm corporate concerns with new bipartisan legislation

• Delaware Business Court Insider from ALM, Legislation Proposing Corporation Transaction Review Revamp Gets Mixed Responses

• Delaware Business Times, Corporate law amendments propose major shift in shareholder rights

• Delaware Business Times, Editorial: What ‘protecting’ the corporate tax means for the Meyer agenda

• Delaware Business Times, Meet the business organizations endorsing SB21

• Delaware Business Times, Viewpoint: Delaware’s manufactured corporate crisis

• Delaware Business Times, Viewpoint: SB 21 threatens long-term shareholder rights

• Delaware Business Times, Viewpoint: The Golden Goose is an Arsonist

• Delaware Call, Capital Fight or Flight

• Delaware Call, DelDems roll over for Musk

• Delaware Call, Delaware Call Interviews Sen. Bryan Townsend About SB21

• Delaware Liberal, Sen. Bryan Townsend Has a Big Fat Conflict-of-Interest

• Delaware Public Media, Controversial corporate law bill sails through Delaware Senate

• Delaware Public Media, Delaware lawmakers propose corporate changes amid ongoing departure threats and Musk litigation 

• Fortune, Elon Musk had his $100 billion Tesla pay package denied by Delaware courts twice. Now, one of the EV maker’s law firms wants to change state law

• Financial Times, FT Alphaville, RIP American shareholder capitalism

• Financial Times, Delaware braces for change after attacks from Elon Musk and others

• Jalopnik, Musk’s New Plan to Get His $56 Billion: Change the Law

• Lever News, Musk Has Triggered a Corporate Deregulation Timebomb

• Law360, Bill Would Bring Welcome Clarity to Delaware Corporate Law

• Newark Post, Newark-area lawmakers talk about legislative priorities at joint meeting

• News Journal, Are Hamermesh, Chandler, and Strine making Delaware corporate law great again? | Opinion

• News Journal, Billionaire Corporate Law Smash-and-Grab Could Destroy Delaware’s Economy

• News Journal, Controversial Delaware corporate law changes head to state Senate for vote

• News Journal, Delaware plays fair: Corporate law amendments will protect investors | Opinion

• News Journal, Delaware Senate Bill 21 is a disaster. It’s time to call strike three. | Opinion

• Reuters, Delaware bill would limit investor lawsuits as companies threaten to leave the state

• Semafor, MAGA offers corporations cover to flee Delaware

• Senate Democrats, Bipartisan legislation filed to promote clarity and balance in Delaware’s corporate laws

• Spotlight Delaware, A deep dive into landmark changes in corporate law

• Spotlight Delaware, Chief Justice Seitz Warns Lawmakers against Reducing Courts’ Independence

• Spotlight Delaware, Delaware lawmakers to consider legislation derided as a ‘billionaries’ bill’

• Spotlight Delaware, Landmark Delaware corporate law changes aim to stem exits

• Spotlight Delaware, Meyer Considers Corporate Court Reform, Drawing Concern

• Spotlight Delaware, Newark Democrat introduces ‘compromise’ to controversial corporate law bill

• The National Law Review, A Clearly Rattled Delaware Contemplates Significant Changes To Its Corporations Code

• Washington Post, Delaware’s grip on corporations seemed solid. Elon Musk led a revolt.

• WBOC, Delaware Senate Passes Controversial Senate Bill 21

• WSJ Opinion, Greg Abbott, Forget Delaware—‘Y’all Street’ Is Open for Business

• WDEL.com, Business is big business in Del. – addressing concerns about the corporation framework

• WDEL.com, Proposed corporate law bill under scrutiny

• WDEL.com, Senate Bill 21 hearing to be held Wednesday

• WDEL.com, Senate Bill 21: What would it do? What would it not do?

• Yahoo! Finance, More Musk-like ‘Dexits’ pose fresh threat to Delaware’s corporation crown

Law Firm Memos:

• Allen Matkins – A Clearly Rattled Delaware Contemplates Significant Changes to its Corporations Code

• Bernstein, Litowitz, Berger & Grossman – BLB&G Alert: Balancing or Bulldozing? SB 21’s Proposal to Abandon the Delaware Model of Corporate Law

• Bernstein, Litowitz, Berger & Grossman – Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder

• Cooley – New Delaware bill would offer safe harbor for conflicted transactions – will it convince companies to stay put in Delaware?

• Duane Morris – Delaware General Assembly Proposes Major Amendments to the Delaware General Corporation Law

• Gibson Dunn – Delaware Legislature Proposes Overhaul to Controller Transactions, Inspection Demands

• Greenberg Traurig – Delaware Policymakers Act to Enhance Deal Protection Devices and Liability Safe-Harbors and Limit Books and Records Inspections and Litigation Fees

• Mayer Brown – Redrafting the Blueprint: Delaware Legislature Proposes Amendments to DGCL amid DExit Concerns

• Morris Nichols – 2025 Proposed DGCL Amendments

• Richards, Layton & Finger – Proposed Legislation to the Delaware Corporation Law

• Potter Anderson – Supports Delaware Senate Bill 21

• Simpson Thatcher – Newly Proposed Amendments to the Delaware General Corporation Law

• Sullivan & Cromwell – Delaware General Assembly Proposes Important Corporate Law Reforms

• Wachtell, Lipton, Rosen & Katz – Memo from Marty Lipton

• Wilson, Sonsini, Goodrich & Rosati – Delaware Legislators and Governor Propose Landmark Legislation

• Young Conaway – Statement Regarding SB 21

See something missing? Please send it to us for future inclusion. No attribution will be retained from such forwarding of materials.