Potter Anderson Helps Secure Delaware Supreme Court Ruling Upholding SB 21

The Delaware Supreme Court has unanimously upheld the constitutionality of Senate Bill 21, a 2025 set of amendments to the Delaware General Corporation Law that expand certain liability protections and modify stockholder access to corporate books and records. The ruling preserves legislation that had drawn significant attention from Delaware's corporate law community and business stakeholders nationwide.

In a 37‑page opinion authored by Justice Gary F. Traynor, the Court rejected arguments that SB 21 impermissibly curtailed the Delaware Court of Chancery’s equitable jurisdiction without providing an adequate alternative remedy. The Court concluded that the statute did not have the effect attributed to it by the appellant and therefore did not violate constitutional limits on legislative authority.

SB 21 was enacted in 2025 following extensive debate and amid concerns that Delaware‑domiciled corporations could consider relocating to other jurisdictions. The legislation was supported by the business community and state officials, who emphasized the importance of maintaining Delaware’s preeminent status as the nation’s leading corporate domicile and safeguarding associated franchise revenues.

The plaintiff, Clearway Energy Inc. stockholder Thomas Drew Rutledge, challenged the statute shortly after its enactment. The Delaware Supreme Court heard argument in November 2025 before issuing Friday’s unanimous affirmance.

Potter Anderson & Corroon LLP served as counsel to the State of Delaware and Governor Matt Meyer in defending the legislation on appeal.

The firm’s team included: Peter J. Walsh, Michael A. Pittenger, T. Brad Davey, Callan R. Jackson, and Joshua S. Almond, working alongside co‑counsel from Wachtell, Lipton, Rosen & Katz.

The case is Thomas Drew Rutledge v. Clearway Energy Group LLC, Christopher Sotos, and Clearway Energy Inc., No. 248, 2025, in the Supreme Court of the State of Delaware.

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm centers its practice on corporate and alternative entity law and litigation, commercial litigation, bankruptcy, intellectual property, labor and employment, and real estate.