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Abstract: 

The 2024 and 2025 amendments to the Delaware General Corporation Law responded to a series of high-profile Court of Chancery rulings and sparked significant debate among practitioners, legislators, and courts alike. This article examines the first wave of judicial decisions following those amendments — including the Delaware Supreme Court's ruling in several cases — as well as the Court of Chancery's first interpretations of the Section 220 books and records standards. While these decisions are among the first that chart the contours of interpretation of the amended DGCL, many open questions remain: the boundaries of controlling stockholder status, how a “material interest” or “material relationship” will be determined, the scope of financial advisor liability, and the interplay of the new safe harbor paths. As Delaware faces continued competition from alternative jurisdictions such as Nevada and Texas, the development of jurisprudence on these and other issues will no doubt inform corporate decision-making in the future.

Keywords: Delaware General Corporation Law (DGCL); Rutledge v. Clearway Energy Group LLC; Delaware Senate Bill 21, 153d Gen. Assemb. (Del. 2025)

Affiliations:  1: A&O Shearman; 2: A&O Shearman; 3: A&O Shearman.