Delaware’s position as America’s corporate capital faces a watershed moment as lawmakers consider legislation that would dramatically alter the corporate landscape. In a Q&A with CCI editorial director Jennifer L. Gaskin, Munger, Tolles & Olson attorneys Andy Garelick and Nate Sussman unpack the controversial S.B. 21, explaining how it could significantly impact shareholder rights and corporate accountability for thousands of companies nationwide.
A bill moving swiftly through the Delaware legislature could rewrite corporate governance rules for thousands of organizations across the country. Already approved by the state senate and expected to receive a vote in the house as soon as next week, the bill, which proposes a series of amendments to the Delaware General Corporation Law, has become a flashpoint in a rising debate over shareholder rights, corporate accountability and the state’s future as the preferred place for incorporation.
Both the substance of S.B. 21 and the truncated process through which it came to life have drawn sharp criticism. Though the legislation represents one of the most significant changes to Delaware’s corporate law in decades, it bypassed the Delaware Bar’s Corporation Law Council review process in favor of an expedited approach that many find troubling.
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