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

In a closely watched decision arising from Rutledge v. Clearway Energy, the Delaware Supreme Court upheld the constitutionality of Senate Bill 21 (“SB 21”), removing legal uncertainty surrounding the enforceability of the statute. The Supreme Court confirmed that SB 21’s amendments to DGCL Section 144—including its statutory safe harbors for controlling stockholder transactions and its express retroactive application—are permitted under the Delaware Constitution.... By: Akin Gump Strauss Hauer & Feld LLP