Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards.

In very recent years, frustration with Delaware has grown. In 2024, the Delaware Legislature and Governor adopted statutory amendments to provide greater clarity in the realm of transaction planning and governance structuring in response to some case law that the market found disruptive. The currently proposed legislative efforts are far more expansive and directly address significant remaining issues of controlling stockholder law and conflicts of interest and would reform the litigious environment in Delaware. With respect to timing, the proposed legislation now must be considered by the Legislature as a whole, which we expect to occur relatively soon, and ultimately signed into law by the Governor if passed by the Legislature. As for the Legislature’s direction to the Corporation Law Council to report back to the Legislature on potential legislation to address plaintiffs’ fee awards, the report is due March 31, 2025.