CORPORATE GOVERNANCE | 2026-06-16

Delaware SB 21 Reshapes Controlling Stockholder Deal Rules

How Delaware Senate Bill 21 amended DGCL Section 144 to create either/or safe harbors for controller conflict transactions, preserved the MFW dual-protection framework for going-private deals, and was upheld by the Delaware Supreme Court in February 2026.

Most large California companies are not incorporated in California; the overwhelming majority are organized under Delaware law. In March 2025, Delaware enacted Senate Bill 21, amending the DGCL to create cleaner statutory safe harbors for controlling-stockholder transactions while preserving the more demanding MFW framework for going-private deals, and on February 27, 2026 the Delaware Supreme Court upheld the amendments.

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