Delaware 153rd General Assembly (2025-2026) Status: Enacted Bipartisan · 9 D · 2 R cosponsors

SB 21 — AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Last action — Signed by Governor

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  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Senate
  4. ✓
    Passed House
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced March 12, 2025. Enacted.

Signed by Governor Matt Meyer (Democratic) on March 25, 2025.

Prognosis

Likely to advance 98% · high confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 12 sponsors

    12 primary, 0 co-sponsors signed on.

  • Bipartisan support

    Sponsored across 2 parties (9 D · 2 R) — cross-party backing.

  • Cleared a recorded vote

    Passed 2 recorded votes so far.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

Section 1 of this Act amends § 144 of Title 8 to provide safe harbor procedures for acts or transactions in which one or more directors or officers as well as controlling stockholders and members of control groups have interests or relationships that might render them interested or not independent with respect to the act or transaction. Under revised § 144(a), certain acts or transactions involving such directors or officers will be protected if approved or recommended by a majority of the disinterested directors, either serving on a board of directors or a committee of the board of directors, or approved or ratified by a majority of the votes cast by the disinterested stockholders entitled to vote thereon, in each case upon disclosure or in full knowledge of the material facts giving rise to the conflict or potential conflict. If a majority of the directors are not disinterested directors with respect to the act or transaction, any such disinterested director approval or recommendation must be provided through a disinterested director committee. In addition, the amendments define what parties constitute a controlling stockholder or control group and provide safe harbor procedures that can be followed to insulate from challenge specified acts or transactions from which a controlling stockholder or control group receives a unique benefit. Under new § 144(b), a controlling stockholder transaction that does not constitute a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee, or is conditioned on the approval or ratification by disinterested stockholders and is approved or ratified by a majority of the votes cast by the disinterested stockholders. Under new § 144(c), a controlling stockholder transaction that constitutes a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee and is conditioned on the approval of or ratification by disinterested stockholders and is approved or ratified by a vote of a majority of the votes cast by the disinterested stockholders. With respect to any approval or recommendation by a committee, the safe harbor only applies if the act or transaction or controlling stockholder transaction, as applicable, was approved by a committee consisting of at least 2 directors, all of whom, in the first instance, have been determined by the board of directors to be disinterested directors. Revised § 144 provides that any approval or recommendation, as applicable, of disinterested directors or a disinterested director committee must be made in good faith and without gross negligence, making clear that the statute does not displace the common law requirements regarding core fiduciary conduct as contemplated by cases such as Flood v. Synutra International, Inc., 195 A.3d 754 (Del. 2018), and In re MFW Shareholders Litigation, 67 A.3d 496 (Del. Ch. 2013), aff'd sub nom., Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del.2014). Revised § 144 does not limit the right of any person to seek relief on the grounds that a stockholder or other person aided and abetted a breach of fiduciary duty by one or more directors. Consistent with existing case law, the stockholder or other person must have knowingly participated in a breach of fiduciary duty to establish an aiding and abetting claim. In re Mindbody, Inc., 2024 WL 4926910 (Del. Dec. 2, 2024). The amendments to § 144 also set forth criteria for determining the independence and disinterestedness of directors and stockholders. The amendments provide that controlling stockholders and control groups, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care. Section 144 is intended to provide a comprehensive liability exculpation scheme with respect to the fiduciary duties owed by stockholders and with respect to when the safe harbors in § 144(b) and (c) apply. Section 144 does not provide for the elimination of liability or safe harbors for stockholders who are not controlling stockholders or part of a control group because those stockholders do not owe fiduciary duties to the corporation or other stockholders. The amendments do not displace any safe harbor procedures or other protections available at common law, including processes and procedures that comply with the pre-amendment common law but do not conform to the § 144 safe harbors. The references in § 144 to an act or transaction being “fair as to the corporation and the corporation’s stockholders”, which would apply if the applicable disinterested director and disinterested stockholder safe harbors are not used, is intended to be consistent with the entire fairness doctrine developed in the common law. Section 2 of this Act amends § 220 of Title 8 to define the materials that a stockholder may demand to inspect pursuant to a request for books and records of the corporation. The amendments also set forth certain conditions that a stockholder must satisfy in order to make an inspection of books and records. The amendments make clear that information from books and records obtained by a stockholder from a production under § 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records. New § 220(b)(4) preserves whatever independent rights of inspection exist under the referenced sources and does not create any rights, either expressly or by implication. New § 220(f) provides that if the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. New § 220(g) provides that a stockholder may obtain additional specific records if the stockholder has made a showing of a compelling need to further a proper purpose for the inspection and has demonstrated by clear and convincing evidence that such specific records are necessary and essential to further such purpose. Section 3 of this Act provides that Sections 1 and 2 of this Act take effect on the enactment of this Act and apply to all acts and transactions, whether occurring before, on, or after the enactment date of this Act, except that Sections 1 and 2 of this Act do not apply to or affect any action or proceeding commenced in a court of competent jurisdiction that is completed or pending, or any demand to inspect books and records made, on or before February 17, 2025. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.

Bill Text

Action History

  1. Signed by Governor

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

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

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

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

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

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

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

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

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

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

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

  13. Assigned to Judiciary Committee in House

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

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

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

Sponsors

Sponsorship breakdown

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12 sponsors · 0 co-sponsors · 50 not signed on · 7 voted No

Sponsors (12)

Co-sponsors (0)

None.

Not signed on (50)

50 members have not signed on to this bill.

Show all 50 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

2/3

Passed 32 Yea · 7 Nay · 2 Other
Party YeaNayPresentNot Voting
Democratic 18701
Republican 14000
Unaffiliated 0001
Total 32702
% of votes cast 78%17%0%5%
How each member voted (41)
Member Party Vote
Stell Parker Selby — Not Voting
Claire Snyder-Hall Democratic Yea
Cyndie Romer Democratic Yea
DeShanna U Neal Democratic Not Voting
Debra Heffernan Democratic Yea
Edward S. Osienski Democratic Yea
Eric Morrison Democratic Nay
Frank Burns Democratic Nay
Franklin D. Cooke Democratic Yea
Josue O Ortega Democratic Yea
Kamela T Smith Democratic Yea
Kendra Johnson Democratic Yea
Kerri Evelyn Harris Democratic Yea
Kimberly Williams Democratic Yea
Krista Griffith Democratic Yea
Larry Lambert Democratic Nay
Madinah Wilson-Anton Democratic Nay
Mara Gorman Democratic Yea
Melanie Ross Levin Democratic Yea
Melissa Minor-Brown Democratic Yea
Nnamdi O. Chukwuocha Democratic Yea
Sean M. Lynn Democratic Nay
Sherae'a Moore Democratic Nay
Sophie Phillips Democratic Nay
Stephanie T. Bolden Democratic Yea
William Bush Democratic Yea
William J. Carson Democratic Yea
Bryan W. Shupe Republican Yea
Charles S Postles Jr. Republican Yea
Daniel B. Short Republican Yea
Jeff Hilovsky Republican Yea
Jeffrey N. Spiegelman Republican Yea
Jesse R. Vanderwende Republican Yea
Kevin S Hensley Republican Yea
Lyndon D. Yearick Republican Yea
Michael F. Smith Republican Yea
Richard G. Collins Republican Yea
Ronald E. Gray Republican Yea
Shannon Morris Republican Yea
Timothy D. Dukes Republican Yea
Valerie Jones Giltner Republican Yea

Official roll call →

2/3

Passed 20 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Democratic 15000
Republican 5001
Total 20001
% of votes cast 95%0%0%5%
How each member voted (21)
Member Party Vote
Bryan Townsend Democratic Yea
Daniel Cruce Democratic Yea
Darius J. Brown Democratic Yea
David P. Sokola Democratic Yea
John "Jack" Walsh Democratic Yea
Kyra L. Hoffner Democratic Yea
Laura V. Sturgeon Democratic Yea
Marie Pinkney Democratic Yea
Nicole Poore Democratic Yea
Ray Seigfried Democratic Yea
Russell Huxtable Democratic Yea
S. Elizabeth Lockman Democratic Yea
Spiros Mantzavinos Democratic Yea
Stephanie L. Hansen Democratic Yea
Trey Paradee Democratic Yea
Brian Pettyjohn Republican Yea
Bryant L. Richardson Republican Yea
Dave G. Lawson Republican Yea
David L. Wilson Republican Yea
Eric Buckson Republican Not Voting
Gerald W. Hocker Republican Yea

Official roll call →

Subjects

finance labor
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

What does SB 21 do?
Section 1 of this Act amends § 144 of Title 8 to provide safe harbor procedures for acts or transactions in which one or more directors or officers as well as controlling stockholders and members of control groups have interests or relationships that might render them interested or not independent with respect to the act or transaction. Under revised § 144(a), certain acts or transactions involving such directors or officers will be protected if approved or recommended by a majority of the disinterested directors, either serving on a board of directors or a committee of the board of directors, or approved or ratified by a majority of the votes cast by the disinterested stockholders entitled to vote thereon, in each case upon disclosure or in full knowledge of the material facts giving rise to the conflict or potential conflict. If a majority of the directors are not disinterested directors with respect to the act or transaction, any such disinterested director approval or recommendation must be provided through a disinterested director committee. In addition, the amendments define what parties constitute a controlling stockholder or control group and provide safe harbor procedures that can be followed to insulate from challenge specified acts or transactions from which a controlling stockholder or control group receives a unique benefit. Under new § 144(b), a controlling stockholder transaction that does not constitute a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee, or is conditioned on the approval or ratification by disinterested stockholders and is approved or ratified by a majority of the votes cast by the disinterested stockholders. Under new § 144(c), a controlling stockholder transaction that constitutes a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee and is conditioned on the approval of or ratification by disinterested stockholders and is approved or ratified by a vote of a majority of the votes cast by the disinterested stockholders. With respect to any approval or recommendation by a committee, the safe harbor only applies if the act or transaction or controlling stockholder transaction, as applicable, was approved by a committee consisting of at least 2 directors, all of whom, in the first instance, have been determined by the board of directors to be disinterested directors. Revised § 144 provides that any approval or recommendation, as applicable, of disinterested directors or a disinterested director committee must be made in good faith and without gross negligence, making clear that the statute does not displace the common law requirements regarding core fiduciary conduct as contemplated by cases such as Flood v. Synutra International, Inc., 195 A.3d 754 (Del. 2018), and In re MFW Shareholders Litigation, 67 A.3d 496 (Del. Ch. 2013), aff'd sub nom., Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del.2014). Revised § 144 does not limit the right of any person to seek relief on the grounds that a stockholder or other person aided and abetted a breach of fiduciary duty by one or more directors. Consistent with existing case law, the stockholder or other person must have knowingly participated in a breach of fiduciary duty to establish an aiding and abetting claim. In re Mindbody, Inc., 2024 WL 4926910 (Del. Dec. 2, 2024). The amendments to § 144 also set forth criteria for determining the independence and disinterestedness of directors and stockholders. The amendments provide that controlling stockholders and control groups, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care. Section 144 is intended to provide a comprehensive liability exculpation scheme with respect to the fiduciary duties owed by stockholders and with respect to when the safe harbors in § 144(b) and (c) apply. Section 144 does not provide for the elimination of liability or safe harbors for stockholders who are not controlling stockholders or part of a control group because those stockholders do not owe fiduciary duties to the corporation or other stockholders. The amendments do not displace any safe harbor procedures or other protections available at common law, including processes and procedures that comply with the pre-amendment common law but do not conform to the § 144 safe harbors. The references in § 144 to an act or transaction being “fair as to the corporation and the corporation’s stockholders”, which would apply if the applicable disinterested director and disinterested stockholder safe harbors are not used, is intended to be consistent with the entire fairness doctrine developed in the common law. Section 2 of this Act amends § 220 of Title 8 to define the materials that a stockholder may demand to inspect pursuant to a request for books and records of the corporation. The amendments also set forth certain conditions that a stockholder must satisfy in order to make an inspection of books and records. The amendments make clear that information from books and records obtained by a stockholder from a production under § 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records. New § 220(b)(4) preserves whatever independent rights of inspection exist under the referenced sources and does not create any rights, either expressly or by implication. New § 220(f) provides that if the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. New § 220(g) provides that a stockholder may obtain additional specific records if the stockholder has made a showing of a compelling need to further a proper purpose for the inspection and has demonstrated by clear and convincing evidence that such specific records are necessary and essential to further such purpose. Section 3 of this Act provides that Sections 1 and 2 of this Act take effect on the enactment of this Act and apply to all acts and transactions, whether occurring before, on, or after the enactment date of this Act, except that Sections 1 and 2 of this Act do not apply to or affect any action or proceeding commenced in a court of competent jurisdiction that is completed or pending, or any demand to inspect books and records made, on or before February 17, 2025. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.
Who sponsors SB 21?
SB 21 is sponsored by Stell Parker Selby, Ray Seigfried (Democratic), Russell Huxtable (Democratic), Timothy D. Dukes (Republican), Edward S. Osienski (Democratic), Kerri Evelyn Harris (Democratic), Trey Paradee (Democratic), Nicole Poore (Democratic), Brian Pettyjohn (Republican), Josue O Ortega (Democratic), David P. Sokola (Democratic), and Bryan Townsend (Democratic).
What is the current status of SB 21?
This bill has been enacted into law. Introduced March 12, 2025. Enacted.
Where can I track SB 21?
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