Delaware Supreme Court Upholds Statutory Safe Harbors for Conflict‑of‑Interest and Controller Transactions

In Rutledge v. Clearway Energy Group LLC, the Delaware Supreme Court rejected constitutional challenges to the 2025 amendments to Section 144 of the Delaware General Corporation Law ("DGCL") addressing transactions involving controlling stockholders. The amendments at issue, sections 1 and 3 of Senate Bill 21 (“SB 21”), created statutory safe harbors for interested director and officer and controlling stockholder transactions.... By: Hicks Johnson