The developments follow mounting concerns in Delaware about “DExit”—the actual and potential departures of Delaware-incorporated corporations from the State for jurisdictions perceived to be more friendly to certain types of corporations.~~On February 17, 2025, amendments were introduced in the Delaware legislature intended to both lower Delaware courts’ scrutiny of controlling stockholder transactions and moderate the scope of investors’ access to company books and records.  Senate Bill 21 (SB21) proposes amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL).  The bill’s lead sponsor has stated publicly that the amendments would not apply retroactively.~~These developments follow mounting concerns in Delaware about “DExit”—the actual and potential departures of Delaware-incorporated corporations from the State for jurisdictions perceived to be more friendly to certain types of corporations.[1]~~Proposed Amendments to Section 144~~SB21 proposes amendments to Section 144 of the DGCL that, if adopted, would significantly change how controlling stockholder transactions are reviewed by the court.[2]  The amendments also would strengthen the presumption that a public company director is disinterested and independent.~~SB21 proposes the following changes to the current common law, as articulated in Match, MFW, and related cases:~~.~~.~~Proposed Amendments to Section 220~~Following judicial expansion of stockholder inspection rights in recent years, corporations have increasingly been subjected to invasive demands for an ever-widening range of corporate records, including director, officer, or management communications that in some cases courts have permitted for inspection.  SB21 proposes amendments to Section 220 of the DGCL that would narrow the scope of books and records available to stockholders and increase the burden on stockholders for obtaining such records.~~More to Come~~The legislature published a Press Release about SB21 and Senate Concurrent Resolution 17 (SCR17).  SCR17 also directs the Corporation Law Council to report to the governor by March 31, 2025, with recommendations for legislative action that might help balance the fee awards so that they are not overly excessive.  These proposed amendments will undoubtedly be subject to public debate in the coming weeks, as some academics and plaintiffs’ firms are objecting to not only the merits of the amendments, but also the process and timing of their consideration by the CLC and Delaware legislature.~~Gibson Dunn will continue monitoring these developments as they progress.~~[1] For example, following Tesla’s reincorporation in Texas, TradeDesk reincorporated in Nevada, Dropbox filed notice that it is in the process of reincorporating in Nevada, and other controller-led companies announced they are considering reincorporation.~~[2] SB21 also would provide a safe harbor for an act or transaction for which a majority of directors are conflicted—for example, decisions regarding director compensation—if such act or transaction is approved by a majority of the disinterested, independent directors or approved or ratified by disinterested stockholders, in each case on a fully informed basis.~~The following Gibson Dunn lawyers prepared this update: Ari Lanin, Monica K. Loseman, Brian M. Lutz, Mary Beth Maloney, Julia Lapitskaya, Colin B. Davis, Jonathan D. Fortney, and Mark H. Mixon, Jr.~~Gibson Dunn lawyers are available to assist in addressing any questions you may have regarding these developments.  Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following Securities Litigation, Mergers and Acquisitions, Private Equity, or Securities Regulation and Corporate Governance practice group leaders and members:~~Securities Litigation: Colin B. Davis – Orange County (+1 949.451.3993, cdavis@gibsondunn.com) Jonathan D. Fortney – New York (+1 212.351.2386, jfortney@gibsondunn.com) Monica K. Loseman – Denver (+1 303.298.5784, mloseman@gibsondunn.com) Brian M. Lutz – San Francisco (+1 415.393.8379, blutz@gibsondunn.com) Mary Beth Maloney – New York (+1 212.351.2315, mmaloney@gibsondunn.com) Mark H. Mixon, Jr. – New York (+1 212.351.2394, mmixon@gibsondunn.com) Craig Varnen – Los Angeles (+1 213.229.7922, cvarnen@gibsondunn.com)~~Mergers and Acquisitions: Robert B. Little – Dallas (+1 214.698.3260, rlittle@gibsondunn.com) Saee Muzumdar – New York (+1 212.351.3966, smuzumdar@gibsondunn.com) George Sampas – New York (+1 212.351.6300, gsampas@gibsondunn.com)~~Private Equity: Richard J. Birns – New York (+1 212.351.4032, rbirns@gibsondunn.com) Wim De Vlieger – London (+44 20 7071 4279, wdevlieger@gibsondunn.com) Federico Fruhbeck Jr. – London (+44 20 7071 4230, ffruhbeck@gibsondunn.com) Ari Lanin – Los Angeles (+1 310.552.8581, alanin@gibsondunn.com) Michael Piazza – Houston (+1 346.718.6670, mpiazza@gibsondunn.com) John M. Pollack – New York (+1 212.351.3903, jpollack@gibsondunn.com)~~Securities Regulation and Corporate Governance: Elizabeth Ising – Washington, D.C. (+1 202.955.8287, eising@gibsondunn.com) Julia Lapitskaya – New York (+1 212.351.2354, jlapitskaya@gibsondunn.com) James J. Moloney – Orange County (+1 949.451.4343, jmoloney@gibsondunn.com) Lori Zyskowski – New York (+1 212.351.2309, lzyskowski@gibsondunn.com)~~© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~