Delaware Senate Bill SB95

Delaware 2025-2026 Regular Session

• Introduced: 4/8/25
• Refer: 4/8/25
• Engrossed: 5/6/25
• Refer: 5/7/25

Caption

An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.

Impact

The enactment of SB95 would introduce broader safeguards within the DGCL by prohibiting policies that could shift legal costs onto stockholders in relation to internal corporate claims. This measure is anticipated to enhance protection for stockholders and reinforce Delaware's status as a favorable jurisdiction for corporate incorporation. The amendments would also clarify the jurisdictional parameters necessary for filing claims, ensuring stockholders maintain access to appropriate legal forums without unnecessary restrictions.

Summary

Senate Bill 95 seeks to amend Title 8 of the Delaware Code, which governs the Delaware General Corporation Law (DGCL). The primary aim of the bill is to ensure the ongoing relevance and national preeminence of Delaware's corporate laws. By updating sections related to corporate governance, the proposed amendments reinforce safeguards against fee-shifting provisions that might unduly impose liability on stockholders. Additionally, the bill specifies that provisions regarding non-internal claims must ensure that stockholders can bring claims in Delaware courts, aligning with recent court interpretations for corporate claims.

Sentiment

General sentiment around SB95 appears to be supportive among corporate law practitioners and stockholder advocates, who view the bill as a necessary update to maintain Delaware’s competitive edge and protect shareholder rights. However, there may be contention regarding the specific provisions laid out in amendments concerning forum selection, where different interpretations may arise based on past court decisions. Opponents may argue that such centralization of claims within Delaware courts needs to be balanced with considerations for broader jurisdictional access and potential legislative intent.

Contention

The bill does not solely aim to amend existing legislation but introduces clarifications that align with judicial interpretations of corporate claims established by recent case law. A notable point of contention could arise concerning the extent to which these amendments restrict companies from enforcing forum selection clauses in their governance documents. The interplay between preserving stockholder rights and regulating corporate governance mechanisms may present debates during discussions about the bill's implementation and interpretation.