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Akin Gump

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Delaware Supreme Court Upholds SB 21, Confirming Statutory Safe Harbors for Controller Transactions

Key Takeaways The Delaware Supreme Court upheld the constitutionality of SB 21, confirming that the amendments to DGCL Section 144—including statutory safe harbors and retroactive application—are consistent with the Delaware Constitution. SB 21 permissibly limits the availability of equitable relief and damages for certain controlling stockholder transactions, while preserving the Court of Chancery’s jurisdiction to adjudicate fiduciary duty claims and statutory compliance. For non–going private controller transactions, satisfaction of either a qualifying committee approval or a majority‑of‑the‑minority vote may trigger statutory protection. The decision removes uncertainty surrounding the enforceability of SB 21 and reinforces the General Assembly’s authority to recalibrate Delaware corporate law to promote predictability and stability.