The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Tue, 28 Jul 2026 11:32:59 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png New Day, New Rules: Five Key Aspects of Amended DGCL Section 144 and Section 220 – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 New Day, New Rules: Five Key Aspects of Amended DGCL Section 144 and Section 220 https://corpgov.law.harvard.edu/2026/07/26/new-day-new-rules-five-key-aspects-of-amended-dgcl-section-144-and-section-220/?utm_source=rss&utm_medium=rss&utm_campaign=new-day-new-rules-five-key-aspects-of-amended-dgcl-section-144-and-section-220 https://corpgov.law.harvard.edu/2026/07/26/new-day-new-rules-five-key-aspects-of-amended-dgcl-section-144-and-section-220/#respond Sun, 26 Jul 2026 11:30:48 +0000 https://corpgov.law.harvard.edu/?p=182715?d=20260724162318EDT Posted by Edward Micheletti, Jenness Parker, and Lauren Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, July 26, 2026
Editor's Note:

Edward Micheletti and Jenness Parker are Partners and Lauren Rosenello is a Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum and is part of the Delaware Law series; links to other posts in the series are available here.

In spring 2025, there was significant debate over Delaware’s Senate Bill 21 (SB21), which offered new Delaware amendments addressing controller and board conflicts, as well as access to books and records. These amendments, codified in amended Section 144 and Section 220, were enacted to provide greater predictability but also to limit excessive litigation.

  • Amended Section 144 established statutory safe harbors for conflicted transactions involving the board or controlling stockholders.
  • Amended Section 220 was designed to curtail broad stockholder inspection rights.

In general, these provisions were heralded by the corporate bar as a stabilizing measure for corporate practitioners, offering greater clarity and certainty for books and records demands and transactions involving conflicts, and helping to avoid incessant and unnecessary litigation costs in every transaction.

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