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DelawareSS 1 for SB 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

3 provisions identified: 0 benefits, 0 costs, 3 mixed.

New rules for conflicted corporate deals

The law sets clear approval paths that protect deals with board or officer conflicts: approval by disinterested directors, by disinterested stockholders, or proof the deal is fair. If most directors are not disinterested, a committee of two or more disinterested directors must act. For controller deals, protection needs either committee approval or a disinterested stockholder vote; for going‑private deals, it needs both, unless the deal is fair. Directors at listed companies are presumed independent if they meet exchange rules, unless substantial specific facts show a material tie. Controlling stockholders face money damages only for loyalty breaches, bad faith or intentional misconduct, or improper personal benefit. Interested directors can count for a quorum, and tendered shares under Section 251(h) count as votes for approval while untendered disinterested shares count against. Courts can still order injunctions when rules are not followed, can block devices that deter a change of control, and suits remain against those who knowingly help breaches. Clear definitions explain who is a controller and who is disinterested.

Stricter and clearer shareholder records access

You can inspect a company’s books only for a proper, stated purpose, in good faith, and for records tied to that purpose. Subsidiary records are available only if the parent controls them and sharing does not break contracts or law. Courts generally cannot order more than a set list of records. If listed items are missing, the court may order functional equivalents, but only if you show a compelling need with clear and convincing evidence. Companies can set confidentiality terms, redact unrelated parts, and require that produced records count as part of any later complaint. Courts can also add confidentiality limits. Shareholders can now request director and officer independence questionnaires. Directors keep a strong right to inspect records for board work, and the company must prove any improper purpose to block them.

When these corporate rules apply

These corporate rules take effect on enactment. They apply to acts and deals before, on, or after that date. They do not change any court action or inspection demand that was completed, pending, or made on or before February 17, 2025.

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

  • Russell Huxtable

    Democratic • 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

All Roll Calls

Yes: 52 • No: 7

House vote • 3/25/2025

Passed (2/3 required)

Yes: 32 • No: 7

Senate vote • 3/13/2025

Passed (2/3 required)

Yes: 20 • No: 0

Actions Timeline

  1. Signed by Governor

    3/25/2025Governor

  2. Passed By House. Votes: 32 YES 7 NO 2 ABSENT

    3/25/2025House

  3. Amendment HA 7 to SS 1 - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  4. Amendment HA 6 to SS 1 - Stricken in House

    3/25/2025House

  5. Amendment HA 5 to SS 1 - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  6. Amendment HA 4 to SS 1 - Defeated By House. Votes: 8 YES 31 NO 2 ABSENT

    3/25/2025House

  7. Amendment HA 3 to SS 1 - Defeated By House. Votes: 9 YES 30 NO 2 ABSENT

    3/25/2025House

  8. Amendment HA 2 to SS 1 - Defeated By House. Votes: 6 YES 32 NO 1 NOT VOTING 2 ABSENT

    3/25/2025House

  9. Amendment HA 1 to SS 1 - Stricken in House

    3/25/2025House

  10. Amendment HA 2 to SS 1 - Introduced and Placed With Bill

    3/25/2025Senate

  11. Reported Out of Committee (Judiciary) in House with 9 On Its Merits

    3/19/2025House

  12. Amendment HA 1 to SS 1 - Introduced and Placed With Bill

    3/18/2025Senate

  13. Assigned to Judiciary Committee in House

    3/13/2025House

  14. Passed By Senate. Votes: 20 YES 1 ABSENT

    3/13/2025Senate

  15. Reported Out of Committee (Judiciary) in Senate with 2 Favorable, 2 On Its Merits

    3/12/2025Senate

  16. Adopted in lieu of the original bill SB 21, and Assigned to Judiciary Committee in Senate

    3/12/2025Senate

Bill Text

  • Current

    3/12/2025

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