News
On June 6, 2025, The Court of Chancery certified two questions of law regarding the constitutionality of Senate Bill 21 (“SB 21”) to the Delaware Supreme Court. See Rutledge v. Clearway Energy Grp. LLC, C.A. No. 2025-0499-LWW (June 6, 2025) (ORDER). SB 21—introduced in the wake of an ongoing debate over Delaware’s status as the jurisdiction of choice for incorporation—proposed several amendments to the Delaware General Corporation Law (“DGCL”), covering director independence standards, controlling stockholder liability, and the scope of stockholder books-and-records demands. SB 21 was passed by Delaware’s General Assembly and subsequently signed by Governor Matt Meyer on March 26, 2025, enacting the bill into law.
The plaintiff, a stockholder bringing a derivative breach of fiduciary duty suit, sought certification over the constitutionality of SB 21’s amendments to Section 144 of the DGCL (the “Safe Harbor Provisions”). Vice Chancellor Will—finding the Delaware Supreme Court’s intervention would benefit Delaware courts, corporations, litigants, and transaction planners alike—certified the following questions:
The Delaware Supreme Court has accepted the certified questions. As of this update, no briefing schedule has been entered, but the Delaware Supreme Court may order expedited briefing to bring swift certainty to the constitutionality of the DGCL’s latest amendment.
News
Please note that email communications to the firm through the website do not create an attorney-client relationship. Do not send any privileged or confidential information to the firm through the website.
Click “Accept” below to confirm that you have read and understand this notice.