Did SB 21 Increase Or Decrease Corporate Value?

Was the juice worth the squeeze?

In 2025, Delaware endured a sharp debate about whether the legislature should intervene and provide safe harbors for the entire fairness standard applied by its courts. Proponents of legislative intervention won the day and Section 144 of the Delaware Corporations Code was amended. The battle did not end with the enactment of SB 21. Six weeks after Delaware’s governor signed SB 21 into law, a plaintiff filed suit challending the constitutionality of SB 21. On February 27, 2026, the Delaware Supreme Court unanimously upheld the constitutionality of SB 21.¹