On September 12, the Society filed this amicus brief in the Rutledge v. Clearway case pending in the Supreme Court of the State of Delaware challenging SB 21, which was adopted in March 2025 in response to companies threatening to exit the state as their place of incorporation due to concerns about judicial overreach and associated uncertainties. The Society’s brief addresses and supports one of two questions at issue in the case, specifically, the constitutionality of the state legislature’s amendment of Section 144 of the DGCL concerning a “safe harbor” for transactions involving conflicted directors or officers.
The Society’s interest in the case stems from concern regarding the stability and predictability of Delaware (or any other state) law, which is important as respects companies’ decisions about where to incorporate and the exercise of the board’s fiduciary duties. The underlying goal of the brief is to help to preserve the constitutional balance of powers needed for the rule of law and effective corporate governance. Oral argument is scheduled for November 5.
Access additional resources on our Delaware & Other State Corporate Laws page.