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Delaware Governor Signs Bill that Amends Delaware’s Corporate Law

On March 25, 2025, Delaware Governor Matt Meyer signed Senate Bill 21 into law, which significantly amends the Delaware General Corporation Law. The legislation aims to maintain Delaware’s status as a leading state for business incorporation by reducing ambiguity surrounding conflict of interest transactions and so-called “books and records” requests. Among other changes, the legislation codifies the approval process for transactions involving corporations and their directors, officers, and controlling stockholders. The legislation also clarifies the types of corporate “books and records” that stockholders are entitled to inspect upon request. The amendments, in effect, generally narrow stockholders’ inspection rights to formal corporate documents, such as board minutes, financial statements, and director independence questionnaires. With the Governor’s signature, Senate Bill 21 went into effect immediately on March 25, 2025. The amendments apply retroactively unless an action or proceeding was completed or pending, or a books and record demand was made, on or before February 17, 2025.

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News from Scopelitis is intended as a report to our clients and friends on developments affecting the transportation industry. The published material does not constitute an exhaustive legal study and should not be regarded or relied upon as individual legal advice or opinion.

Delaware Governor Signs Bill that Amends Delaware’s Corporate Law

On March 25, 2025, Delaware Governor Matt Meyer signed Senate Bill 21 into law, which significantly amends the Delaware General Corporation Law. The legislation aims to maintain Delaware’s status as a leading state for business incorporation by reducing ambiguity surrounding conflict of interest transactions and so-called “books and records” requests. Among other changes, the legislation codifies the approval process for transactions involving corporations and their directors, officers, and controlling stockholders. The legislation also clarifies the types of corporate “books and records” that stockholders are entitled to inspect upon request. The amendments, in effect, generally narrow stockholders’ inspection rights to formal corporate documents, such as board minutes, financial statements, and director independence questionnaires. With the Governor’s signature, Senate Bill 21 went into effect immediately on March 25, 2025. The amendments apply retroactively unless an action or proceeding was completed or pending, or a books and record demand was made, on or before February 17, 2025.

News from Scopelitis is intended as a report to our clients and friends on developments affecting the transportation industry. The published material does not constitute an exhaustive legal study and should not be regarded or relied upon as individual legal advice or opinion.