State legislators introduced a bill Monday that could make it more difficult to challenge conflicted transactions in the Delaware courts and roll back several Court of Chancery and Delaware Supreme Court decisions that have shaped the law in recent years.
Senate Bill 21 proposes reducing the standards for scrutinizing a conflicted transaction, redefining who can be considered a controlling shareholder, simplifying the process of determining directors’ independence and impartiality, narrowing which books and records shareholders can seek in a Section 220 suit, and several other changes to the Delaware General Corporation Law that would effectively further insulate corporate boards’ decisions from judicial review.
