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DelawareSB 21153rd General Assembly (2024–2026)SenateWALLET

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Sponsored By: Bryan Townsend (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

4 provisions identified: 0 benefits, 0 costs, 4 mixed.

Clear rules for controlling-owner deals

The law sets safe‑harbor steps for deals with a controlling owner. A special board committee, free of the controller, may negotiate and approve after full disclosure by a disinterested majority. Or the deal may be conditioned on and approved by a majority of votes cast by disinterested stockholders without coercion. A deal also survives if it is fair to the company when approved. For going‑private deals, both a disinterested committee and a disinterested stockholder vote are required for the combined safe harbor, or the deal must be fair. The law defines who is a controlling stockholder or control group and which transactions count as controller transactions. Controlling owners are generally not liable for money damages, except for disloyal acts, bad faith, knowing law violations, or improper personal benefit.

Easier board approval of conflicted deals

The law sets clear steps to approve deals with interested directors or officers. After full disclosure, a majority of disinterested directors may approve, or disinterested stockholders may approve by a majority of votes cast without coercion. Or the deal must be fair to the company; courts do not void a deal only for a conflict. For exchange‑listed firms, an independent director is presumed disinterested unless substantial, specific facts show a material interest or relationship. Interested directors still count for a quorum, and being nominated by an interested person alone does not make a director conflicted. The law defines disinterested director, material interest or relationship, fair to the corporation, and going‑private transactions.

Accepted tender shares count as votes

In two‑step mergers under § 251(h), shares irrevocably accepted in the tender offer count as yes votes. This helps deals close without gathering extra votes. It reduces separate voting leverage for some stockholders.

Stockholder records: more access and limits

The law broadens what counts as corporate books and records, including independence questionnaires. A stockholder must send a written, sworn demand in good faith, state a proper purpose, and name specific records tied to that purpose. Stockholders may also get subsidiary records when the parent controls or can get them, unless that breaks contracts or the subsidiary can lawfully refuse. Companies may require confidentiality, can redact parts not tied to the purpose, and can require incorporation by reference in any complaint. The Court of Chancery decides access, may limit or order production, and the company must prove any improper purpose. In subsection (c) cases, the court cannot go beyond the listed items, but it can order functional equivalents if those items do not exist. Any director may inspect records for reasons tied to the director role.

Sponsors & Cosponsors

Sponsor

  • Bryan Townsend

    Democratic • Senate

Cosponsors

  • Timothy D. Dukes

    Republican • House

  • Krista Griffith

    Democratic • House

  • Kerri Evelyn Harris

    Democratic • House

  • Gerald W. Hocker

    Republican • Senate

  • S. Elizabeth Lockman

    Democratic • Senate

  • Melissa Minor-Brown

    Democratic • House

  • Edward S. Osienski

    Democratic • House

  • Brian Pettyjohn

    Republican • Senate

  • Ray Seigfried

    Democratic • Senate

  • David P. Sokola

    Democratic • Senate

  • Jeffrey N. Spiegelman

    Republican • House

Roll Call Votes

No roll call votes available for this bill.

Actions Timeline

  1. SS 1 for SB 21 - Signed by Governor

    3/25/2025Governor

  2. SS 1 for SB 21 - Passed By House. Votes: 32 YES 7 NO 2 ABSENT

    3/25/2025House

  3. SS 1 for SB 21 - - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  4. SS 1 for SB 21 - - Stricken in House

    3/25/2025House

  5. SS 1 for SB 21 - - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  6. SS 1 for SB 21 - - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  7. SS 1 for SB 21 - - Defeated By House. Votes: 9 YES 30 NO 2 ABSENT

    3/25/2025House

  8. SS 1 for SB 21 - - Defeated By House. Votes: 6 YES 32 NO 1 NOT VOTING 2 ABSENT

    3/25/2025House

  9. SS 1 for SB 21 - - Stricken in House

    3/25/2025House

  10. Substituted in Senate by SS 1 for SB 21

    3/25/2025Senate

  11. SS 1 for SB 21 - Reported Out of Committee (Judiciary) in House with 9 On Its Merits

    3/19/2025House

  12. Substituted in Senate by SS 1 for SB 21

    3/18/2025Senate

  13. SS 1 for SB 21 - Assigned to Judiciary Committee in House

    3/13/2025House

  14. SS 1 for SB 21 - Passed By Senate. Votes: 20 YES 1 ABSENT

    3/13/2025Senate

  15. SS 1 for SB 21 - Reported Out of Committee (Judiciary) in Senate with 2 Favorable, 2 On Its Merits

    3/12/2025Senate

  16. Substituted in Senate by SS 1 for SB 21

    3/12/2025Senate

  17. Introduced and Assigned to Judiciary Committee in Senate

    2/17/2025Senate

Bill Text

  • Current

    2/17/2025

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