First, there was Brexit, now, there’s DExit. Is Delaware at risk of losing its status as the undisputed leader in general corporation law? Senate Bill 21 (SB21) has sparked a fierce debate: some see it as a major overhaul of Delaware’s legal framework, while others believe it’s a necessary fix to prevent companies from reincorporating elsewhere. Fordham Law professors Sean Griffith and Richard Squire explore the major changes that SB21 will usher in, their impact on both long-standing Delaware case law and recent cases like Tornetta v. Musk, the motivations behind SB21, and whether ultimately it will be as impactful as its proponents and detractors claim. Tune in now for a truly down-to-earth breakdown of SB21!

Key Points From This Episode:

• How today’s case ties into the rejection of Elon Musk’s pay package in December 2024.
• An overview of major changes included in Senate Bill 21 (SB21).
• Unpacking the three key conflict transaction scenarios of SB21.
• Ways that Delaware case law is redefining what it means to be a controlling shareholder.
• How Tornetta v. Musk would come out under this paradigm.
• Important details of how SB21 deals with independence or disinterestedness.
• The power that judges still hold to find conflicts of interest in these cases.
• SB21 changes and their effect on the Delaware corporate law product.
• Reviewing Revlon transactions through the lens of SB21.
• Answering the question: Is the Delaware General Assembly caving to powerful insiders? 
• The effect of the non-retroactivity provision in SB21.
• Comparisons with notable examples of famous legislative reversals in Delaware law.

Links Mentioned in Today’s Episode:

Sean Griffith

Sean Griffith on LinkedIn

Richard Squire

Richard Squire on LinkedIn
Vox Shareholders and Still No Payday for Musk: Tornetta Round Two
Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center