Delaware Supreme Court Upholds Constitutionality of SB21 Provisions Providing Safe Harbors For Controlling Stockholder Transactions

The Delaware Supreme Court confirmed the constitutionality of a Delaware law that shields directors, officers and controlling stockholders from equitable relief and damages from breach of fiduciary duty claims if safe harbor provisions are met. Partners Arthur Bookout, Edward Micheletti and Joseph Larkin examine how this ruling strengthens legal certainty for corporate decision-makers and provides clearer guidance on the standards governing transactions with controlling stockholders.