Recent Developments in Corporate Law 2026

Editor

Emily A. Letcher

Heyman Enerio Gattuso & Hirzel LLP
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
302.472.7314
[email protected]

Contributors

§ 1. Introduction

The passage of Senate Bill 21 (“SB 21”) caused 2025 to be a year of significant change in Delaware corporate law. SB 21 was signed into law by Governor Matt Meyer on March 25, 2025, and serves to amend Sections 144 and 220 of the Delaware General Corporation Law (“DGCL”). SB 21 took effect on its enactment date and applies to all acts and transactions, whether occurring before, on, or after its enactment date, except that it does not apply to or affect any action or proceeding commenced in a court of competent jurisdiction that is completed or pending, or any demand to inspect books and records made, on or before February 17, 2025.

The case law discussed in this chapter is intended to be a “snapshot” of recent decisions and does not address the effects of SB 21, but it is noted here that the Delaware Supreme Court accepted two questions certified by the Delaware Court of Chancery^[1] concerning constitutional challenges to SB 21:

1. Does Section 1 of Senate Bill 21, codified at 8 Del. C. § 144—eliminating the Court of Chancery’s ability to award “equitable relief” or “damages” where the Safe Harbor Provisions are satisfied—violate the Delaware Constitution of 1897 by purporting to divest the Court of Chancery of its equitable jurisdiction?
2. Does Section 3 of Senate Bill 21—applying the Safe Harbor Provisions to plenary breach of fiduciary claims arising from acts or transactions that occurred before the date that Senate Bill 21 was enacted—violate the Delaware Constitution of 1897 by purporting to eliminate causes of action that had already accrued or vested?

On February 27, 2026, the Supreme Court, sitting en banc, issued its opinion answering both certified questions in the negative, finding that the safe harbor provisions do not violate the Delaware Constitution.<...>