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Delaware Court Upholds Controversial Corporate Immunity Law

2/27/2026

Summary

Story summary

The Delaware Supreme Court upheld SB 21, a 2025 revision to Delaware's corporate code limiting lawsuits against business leaders.
SB 21 allows deals approved by a board with a majority of independent directors or public shareholder votes to be immune from challenges.
The change aims to retain Delaware companies amid competition from other states.
Critics, including pension funds and shareholder lawyers, argue the measure restricts oversight and violates the constitution.

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Story summary

The Delaware Supreme Court upheld SB 21, a 2025 revision to Delaware's corporate code limiting lawsuits against business leaders.
SB 21 allows deals approved by a board with a majority of independent directors or public shareholder votes to be immune from challenges.
The change aims to retain Delaware companies amid competition from other states.
Critics, including pension funds and shareholder lawyers, argue the measure restricts oversight and violates the constitution.