/>iA PowerPoint with highlights of SB 21 at today’s beginning of the annual Tulane Corporate Law Institute, an event featured many times on these pages in prior years, was part of a panel presentation led William Lafferty of Morris Nichols. For the few people who have missed the tsunami of articles and commentary on the proposed changes to the Delaware General Corporation Law proposed on February 17 in the form of Senate Bill 21, which the Corporation Law Council proposed revisions to on March 3, the above PowerPoint provides an excellent overview.
Most of SB 21 amends DGCL Section 144 related to controlling shareholders and disinterested directors. The amendments to Section 220 were discussed recently on these pages. The revisions proposed on March 3 by the Corporation Law Council would make the changes to Sections 144 and 220 retroactive–except for pending litigation.
The status of SB 21 is in flux, but the Senate and the House are expected to consider it in committee and both chambers will likely vote on the bill before the end of the month. The new Delaware Governor requested the changes, so he is expected to sign it if it passes.
Another panel at the Tulane seminar today included a former Delaware Chancellor and Chief Justice who commented–and I’m only paraphrasing: there are many other factors that are part of the analysis about whether to stay in Delaware, beyond SB 21, e.g., other aspects of Delaware law that protect shareholders.
On another panel, Ned Weinberger observed that SB 21 would overrule a long list of major Delaware decisions (referring to a list of cases compiled by Prof. Eric Talley)–including, arguably, the iconic Revlon decision. His view is that SB 21 is not necessary for Delaware to maintain its preeminence in the corporate world.
