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Delaware's top court affirms new corporate law reform

The Delaware Supreme Court approved on Friday the 'billionaire bill', which would limit lawsuits filed against powerful business leaders.

According to the law SB?21?, if a deal has been approved by either a board committee with a majority independent directors, or by a vote of public shareholders, then investors can't challenge it in court. Prior to this, both steps had to be taken and the board committee must have been made up entirely of independent directors.

The bill makes it more difficult to challenge the independence of a director and limits what records are available to shareholders looking to check a deal's conflict. The measure was adopted by lawmakers in March 2025, to stop companies from leaving Delaware. This trend is known as DExit. Delaware is still the home of most large public companies, and its fees account for 20% of its budget. Other states are trying to attract incorporations.

This law primarily affects companies that have a controlling shareholder like Meta Platforms which is controlled Mark Zuckerberg.

Pension funds were among the opponents of the law, as they feared that it would limit their abilities to police possible conflicts of interest. They also viewed it a gift for influential tech founders.

Shareholder lawyers argued SB 21 was a violation of the state constitution because it took jurisdiction away from Court of Chancery, and prevented them from reviewing certain claims in corporate deals.

Defenders of the Law argued that lawmakers were not removing?jurisdictions or certain legal claims but were rather recalibrating the standards used by the Court of Chancery in determining if 'transactions are fair.

In recent years, business leaders have been frustrated by 'court rulings which upset expectations regarding the state corporate law. In January 2024, a Delaware judge rescinded Musk’s $56 billion pay package from Tesla. Musk was outraged by the?ruling and encouraged companies to abandon Delaware. Dropbox, Roblox, and Coinbase Global did just that. In December, the Delaware Supreme Court restored Musk's compensation package after an appeal. Reporting by Tom Hals, Wilmington, Delaware. Editing by Noeleen Walder & Daniel Waller.

(source: Reuters)