Delaware Corporate Law 2025 Year in Review

In 2025, Delaware continued to demonstrate why it is—and has been for decades—the go-to jurisdiction for corporations. No event in 2025 was more consequential to Delaware corporate law than the passage of Senate Bill 21 (“SB21”) on March 25, 2025. SB21 amended certain provisions of the Delaware General Corporation Law related to safe harbors for conflict transactions and books and records demands. While stockholder plaintiffs in certain suits before the Court of Chancery challenged the constitutionality of SB21, the Delaware Court acted quickly to address those challenges. The Court of Chancery promptly certified the constitutional challenges to the Delaware Supreme Court, which issued its decision upholding the amendments on February 27, 2026.

SB21 represents a welcome step in providing guidance and certainty to corporations, while still preserving important pathways for stockholders to obtain information and bring claims. SB21 demonstrates once again that Delaware is capable of adapting quickly to address the needs of its corporate constituencies.

Justice Karen Valihura announced that she will step down from the Delaware Supreme Court when her term expires in July 2026. In her twelve years at the Supreme Court, Justice Valihura authored many important opinions, including In re Tesla Motors, Inc. Stockholder Litigation, 298 A.3d 667 (Del. 2023) and Morrison v. Berry, 191 A.3d 268 (Del. 2018). She will be remembered for her service to Delaware and her well-reasoned and forceful opinions and dissents.

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