DELAWARE- Gov. Matt Meyer has signed Senate Bill 21 into law, reinforcing Delaware’s status as a leading jurisdiction for corporate governance. The new law, passed with bipartisan support, clarifies key governance structures to maintain the state's reputation for equitable and efficient corporate oversight.
“Delaware is the best place in the world to incorporate your business, and Senate Bill 21 will help keep it that way, ensuring clarity and predictability, balancing the interests of stockholders and corporate boards,” Gov. Meyer said.
According to the Governor’s office, the legislation was developed with corporate leaders and legal experts. It addresses concerns from businesses seeking clear and consistent decision-making frameworks. Senate Bill 21 also codifies the process for independent decision-makers to approve conflict transactions and establishes a balanced approach for stockholders accessing corporate books and records.
However, the bill has drawn strong criticism from corporate attorney Joel Friedlander, of Friedlander & Gorris, P.A., who called it a "radical overhaul" of Delaware’s corporate law.
“This bill is a rebranding,” Friedlander said. “It says, ‘Let’s put the courts aside. Let’s get rid of stockholder litigation.’ And the new message from Delaware to Silicon Valley and Wall Street is: If you don’t like a court decision, come to the General Assembly and we’ll pass legislation to help you out.”
Friedlander argued that Delaware’s current system, which relies on the Court of Chancery and Supreme Court, ensures accountability through stockholder litigation. He warned that the bill would weaken judicial oversight, eliminating trials and harming the state's legal industry.
Delaware is home to 2.2 million registered corporate entities—more than twice the state’s population—and incorporated 81 percent of U.S. Initial Public Offerings last year. Corporate franchise fees generate approximately $2.2 billion annually, accounting for over one-third of the state's budget.
Gov. Meyer says revenue from corporate registrations is vital in funding state priorities, including education, affordable housing, and infrastructure improvements.