Delaware 153rd General Assembly Status: Failed 1 D cosponsors

HA 4 to SS 1 for SB 21 —

Last action — Defeated

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

This bill has been introduced in the House. Introduced March 25, 2025. It must pass committee before a floor vote.

Next likely step: a committee referral and hearing.

Prognosis

Stalled -4% · moderate confidence

Where this bill stands today.

Odds of enactment

Low

How often bills like it became law.

  • Introduced

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

  • Single-party support

    Sponsorship is currently within one party (1 D).

  • Failed a recorded vote

    Failed 1 recorded vote so far — a real headwind.

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

This Amendment amends SS1 to SB21 by excluding from the safe harbor rules of § 144(a) "an act or transaction that involves a sale, breakup, or change in control of the corporation or that otherwise gives rise to appraisal rights under § 262 of this title." This is intended to conform the statute with Kahn v. Stern, 183 A.3d 715 (Del. 2018) and the line of Delaware case law that follows Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) and Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015), to apply enhanced scrutiny review to such transactions unless approved by a fully informed vote of disinterested stockholders. This amendment is intended to preserve the ability of transaction planners to obtain common-law cleansing under Corwin. This Amendment further amends SS1 to SB21 to define an additional category of transaction, called an "extraordinary transaction" under § 144(e) that requires the use of dual cleansing devices to avoid fairness review by the Court. It further amends SS1 to SB21 by amending the definition of "going private transaction" to include any other transaction wherein minority stockholders lose control of their shares.

Bill Text

We don't have the full text on file for this bill yet.

Read HA 4 to SS 1 for SB 21 on the official Delaware source →

Action History

  1. Defeated

Sponsors

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 61 not signed on · 31 voted No

Sponsors (1)

Co-sponsors (0)

None.

Not signed on (61)

61 members have not signed on to this bill.

Show all 61 →

"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

SM

Failed 8 Yea · 31 Nay · 2 Other
Party YeaNayPresentNot Voting
Democratic 81701
Republican 01400
Unaffiliated 0001
Total 83102
% of votes cast 20%76%0%5%
How each member voted (41)
Member Party Vote
Parker Selby — Not Voting
Claire Snyder-Hall Democratic Nay
Cyndie Romer Democratic Nay
DeShanna U Neal Democratic Not Voting
Debra Heffernan Democratic Nay
Edward S. Osienski Democratic Nay
Eric Morrison Democratic Yea
Frank Burns Democratic Yea
Franklin D. Cooke Democratic Nay
Josue O Ortega Democratic Nay
Kamela T Smith Democratic Yea
Kendra Johnson Democratic Nay
Kerri Evelyn Harris Democratic Nay
Kimberly Williams Democratic Nay
Krista Griffith Democratic Nay
Larry Lambert Democratic Yea
Madinah Wilson-Anton Democratic Yea
Mara Gorman Democratic Nay
Melanie Ross Levin Democratic Nay
Melissa Minor-Brown Democratic Nay
Nnamdi O. Chukwuocha Democratic Nay
Sean M. Lynn Democratic Yea
Sherae'a Moore Democratic Yea
Sophie Phillips Democratic Yea
Stephanie T. Bolden Democratic Nay
William Bush Democratic Nay
William J. Carson Democratic Nay
Bryan W. Shupe Republican Nay
Charles S Postles Jr. Republican Nay
Daniel B. Short Republican Nay
Jeff Hilovsky Republican Nay
Jeffrey N. Spiegelman Republican Nay
Jesse R. Vanderwende Republican Nay
Kevin S Hensley Republican Nay
Lyndon D. Yearick Republican Nay
Michael F. Smith Republican Nay
Richard G. Collins Republican Nay
Ronald E. Gray Republican Nay
Shannon Morris Republican Nay
Timothy D. Dukes Republican Nay
Valerie Jones Giltner Republican Nay

Official roll call →

Subjects

finance
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 HA 4 to SS 1 for SB 21 do?
This Amendment amends SS1 to SB21 by excluding from the safe harbor rules of § 144(a) "an act or transaction that involves a sale, breakup, or change in control of the corporation or that otherwise gives rise to appraisal rights under § 262 of this title." This is intended to conform the statute with Kahn v. Stern, 183 A.3d 715 (Del. 2018) and the line of Delaware case law that follows Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) and Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015), to apply enhanced scrutiny review to such transactions unless approved by a fully informed vote of disinterested stockholders. This amendment is intended to preserve the ability of transaction planners to obtain common-law cleansing under Corwin. This Amendment further amends SS1 to SB21 to define an additional category of transaction, called an "extraordinary transaction" under § 144(e) that requires the use of dual cleansing devices to avoid fairness review by the Court. It further amends SS1 to SB21 by amending the definition of "going private transaction" to include any other transaction wherein minority stockholders lose control of their shares.
Who sponsors HA 4 to SS 1 for SB 21?
HA 4 to SS 1 for SB 21 is sponsored by Madinah Wilson-Anton (Democratic).
What is the current status of HA 4 to SS 1 for SB 21?
This bill has been introduced in the House. Introduced March 25, 2025. It must pass committee before a floor vote.
Where can I track HA 4 to SS 1 for SB 21?
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Last checked for changes 4 months ago · updated continuously

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