A Proposed Opt-In Feature for Delaware Senate Bill 21

On March 18, a group of 26 corporate law and governance professors (including the three of us) co-signed a letter that was sent to the Delaware General Assembly and called for a pragmatic resolution to the debate over Senate Bill 21 — the hotly contested proposed law that would overhaul important parts of Delaware’s law dealing with conflicted transactions and stockholder inspection rights. The academics, representing universities across the country and world, emphasized the traditional flexibility of the DGCL and advocated for making the changes voluntary for corporations rather than mandatory. The letter (linked below) elaborates on separate prior blog posts made by each of us (Talley, Gordon, Bainbridge) that converged on the superiority of an opt-in regime for both mooting much of the contested debate over SB 21 and doubling down on Delaware’s strong tradition for flexible and contractarian corporate governance.

Eric Talley is the Isidor and Seville Sulzbacher Professor of Law at Columbia Law School

Jeffrey N. Gordon is the Richard Paul Richman Professor of Law at Columbia Law School

Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law.

The full letter can be accessed here.

This post was first published on the CLS Blue Sky blog and can be accessed here.