Overview
- The court unanimously rejected claims that SB 21 unconstitutionally stripped the Court of Chancery’s equitable authority, confirming the court retains jurisdiction over fiduciary‑duty cases while safe harbors can limit remedies when statutory conditions are met.
- It upheld the law’s express retroactive reach to past acts and transactions, with a carve‑out for suits pending or completed on or before February 17, 2025.
- For controller transactions other than going‑private deals, statutory protection can be obtained through either approval by a properly constituted, disinterested committee that meets disclosure, good‑faith, and care requirements or an informed, uncoerced majority‑of‑the‑disinterested vote.
- Going‑private transactions remain subject to the MFW‑style dual‑protection framework, requiring both an empowered independent committee and a majority‑of‑the‑minority vote for business‑judgment review.
- The decision confirms a codified definition of “controlling stockholder” that reaches contractual or functional control, including at least one‑third voting power paired with managerial authority, prompting boards and advisors to revisit governance and transaction playbooks.