Delaware
Delaware plays fair: Corporate law amendments will protect investors | Opinion
4-minute read
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A wave of “Tesla Takedown” demonstrations protesting Elon Musk were held across the country. At least nine people were arrested in New York City.
The best umpires in baseball are those you don’t notice. The same could be said of the game of business. In that arena, the state of Delaware has acted as the nation’s umpire for 125 years, providing a playing field of corporate laws so clearly marked, consistent and fair that businesses can focus on performing for the benefit of their shareholders, their customers and our country. These very features have allowed Delaware to go unnoticed, while they led eight out of 10 newly public companies and more than two thirds of the Fortune 500 to choose to incorporate here.
But suddenly, Delaware is attracting attention. This week, lawmakers proposed changes to our General Corporation Law, placing the business world’s focus squarely on the umpires. In response, as predictably as fans aggrieved by a call, some commentators have questioned the motivation behind the bill. They intimate that it wrongly serves the interests of specific political agendas, companies or individuals. Most often they point fingers toward Elon Musk, whose pay package was famously invalidated in a Delaware court.
We can say this, as individuals who responded to the call from Delaware’s governor and legislative leadership for assistance drafting the proposed amendments that represent an attempt to reestablish long-accepted rules once familiar to the Delaware courts and are nothing less than a sincere effort by public officials to protect the interests of their constituents.
Two aspects of the legislative process have drawn particular attention: the participation of private citizens in drafting the bill, and the speed with which it was introduced. These are reasons for praise, not suspicion. Delaware Gov. Matt Meyer and bi-partisan lawmakers sought our help crafting legislation to restore confidence in Delaware as a trusted venue for incorporation. They turned primarily to us and Leo Strine, Jr. — a former chief justice of the Delaware Supreme Court — for our understanding of the nuances of Delaware law. They certainly did not seek us out for the cohesiveness of our political views (we include one Republican, two Democrats, and a former president of the ACLU in Delaware), nor our loyalty to Musk. Although we have different political perspectives on many things, we have a long, shared commitment to the integrity of Delaware corporate law.
The swiftness with which the state Senate introduced the bill is also laudable. Meyer, to his credit, responded within weeks of being in office to the growing crisis. Multiple companies, including Meta, had begun to consider alternatives to Delaware as their state of incorporation. We understand other companies are also considering whether to vote on the question at their upcoming annual meetings, with proxy season beginning next month for many public companies. The time to address concerns about Delaware’s continued value as a venue for incorporation is before play starts, not after the game has begun.
The proposed amendments answer those concerns, and their substance confirms that they were not drafted to serve any one company or individual. They respond to a trend in Delaware court decisions that has evolved rapidly in recent years, where changes to judge-made law have made it easier for shareholders to challenge company actions in court, often by expanding critical concepts beyond earlier boundaries. Take, for instance, the conflicts of interest among board members that trigger powerful shareholder derivative lawsuits. Previously, courts found such conflicts only when board members had a financial stake in a disputed transaction or material entanglements with someone who did; now they perceive conflicts over mere social ties between individuals, using a standard so loose that it becomes relevant whether one director was a guest at another’s family wedding or in pictures on social media.
Similarly, courts had long given heightened scrutiny to transactions between companies and their “controlling shareholders.” But that term has expanded from its natural meaning — someone who owns half or nearly half of a company’s stock — to include “superstar CEOs” who supposedly control investors through sheer force of personality.
These decisions have created an unknowable strike zone when companies try to anticipate lawsuits. Worse, in using nebulous standards, they have made it impossible for corporations to know if they are complying with Delaware law. When an advantageous deal comes before them, corporations do not know if they should swing or not.
Close observers have watched and worried over this trend for years. In fact, two important articles, one of which goes back to the turn of the century and was co-authored by the late Chancellor William Allen, Strine and then-Vice Chancellor Jack Jacobs, and another co-authored by Strine, Jacobs and Hamermesh, identified the principles underlying the current legislation as reflecting Delaware’s traditional approach to corporate law. The articles, which both predate Musk’s loss on his compensation package, addressed ways in which those traditions were under stress. The current bill reflects a good faith attempt to ensure that Delaware corporate law, as was understood and applied for many years, can be relied upon. It is designed to reaffirm what it was until recent years and to address departures from that tradition that have caused legitimate concern among companies in all industries and regions.
The amendments offer clearer, brighter-line definitions of key terms like “disinterested director” and “controlling shareholder.” They also establish procedures that offer safe harbors for companies to use in transacting with controlling shareholders or where members of the board have conflicts, so they can do the right thing and be confident that, if they do, they won’t be sued. Another provision places reasonable limits on a shareholder’s right to examine a company’s “books and records,” which has inflated over time to cover emails, text messages and other material that goes beyond that term’s normal and intended meaning.
These details may not excite anyone not steeped in corporate law. Yet non-specialists who only see the rules being changed deserve an explanation, so that the quick answer — it’s all Musk — can be seen for what it is. Assisting the Legislature and the governor with statutory drafting has been an inspiring exercise in sound government — one joined by lawmakers and citizens with varied economic and political interests, united only in our desire to serve Delaware by ensuring that investor and manager interests are fairly balanced. That exercise will serve its purpose if, after enactment, long-standing principles of Delaware law that maintain high levels of protection for shareholders, in a way that also gives corporations needed clarity, are restored.
As a result, the playing surface in Delaware’s business arena will be more definitively lined and fairly balanced than it has been in years. With the proposed amendments, Delaware as umpire has yelled “play ball!” After that, it can again recede from view, a comforting and reliable backdrop to the competition that is rightly at the heart of the game.
William Chandler III is a partner at Wilson Sonsini Goodrich & Rosati and a former chancellor on the Delaware Court of Chancery. Lawrence Hamermesh is a professor emeritus at the Widener University Delaware School of Law.
MOBILE, Ala. (AP) — Jo Silver ran for 116 yards, including a 61-yard touchdown, and Delaware wrapped up its first year in the FBS with a 20-13 victory over Louisiana in the 68 Ventures Bowl on Wednesday night.
The Fightin’ Blue Hens, who went 6-6 in their first year of FBS play, were granted a waiver to play in a bowl game after there were not enough six-win teams to fill all 42 of the FBS bowl games. In general, first-year FBS teams are not chosen for bowl games during their transition period. Wednesday’s victory makes Delaware 7-6 overall.
The Blue Hens had to defend two passes into their own end zone in the final seconds to preserve the win. The Ragin’ Cajuns had the ball on their own 7-yard line with 1:41 remaining. Lunch Winfield led a drive that included a 32-yard completion to Charles Robertson and a pass interference penalty on Delaware.
After Louisiana (6-7) reached the 8-yard line, Winfield ran for 1 yard on first down and threw incomplete on second down. On third down with two seconds left, Blake Matthews broke up a pass in the end zone.
Silver’s long touchdown gave Delaware a 7-0 lead late in the first quarter and the Blue Hens went on to lead 10-3 at halftime. Nick Minicucci’s 35-yard touchdown pass to Sean Wilson made it 17-3 early in the third quarter and a field goal made it 20-3 midway through the third quarter.
Louisiana kicked a field goal to make it 20-6 heading to the fourth and Winfield added an 8-yard touchdown pass to Shelton Sampson Jr. to make it 20-13 with eight minutes left.
Minicucci passed for 176 yards and Winfield had 231 yards.
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The Associated Press
Sens. Coons, Blunt Rochester deemed Murray unqualified
Murray also acknowledged that she could not have obtained the post by the process outlined in the U.S. Constitution, in which a president makes a formal nomination and U.S. Senate confirmation is required.
That’s because part of that process is a longstanding tradition that requires the nominee to receive so-called “blue slip” endorsements by their state’s two U.S. senators.
Delaware’s two U.S. senators, Chris Coons and Lisa Blunt Rochester, are Democrats who interviewed Murray for the post. Coons said the duo decided Murray, who has done criminal defense work, didn’t have the prosecutorial experience to qualify as the state’s chief federal law enforcement official.
Although Murray accused the senators of playing politics with her unconventional appointment, Coons and Blunt Rochester disagreed.
“Any suggestion of political partiality throughout this process is misleading and blatantly false, said Taj Magruder, a spokesman for Blunt Rochester.
Coons, a member of the Senate Judiciary Committee that considers nominees before they are considered by the full Senate, told WHYY News last month that Murray’s acting status was “probably illegal.”
After Colm Connolly, Delaware’s chief federal judge, issued the order naming Wallace, Coons said he’s pleased the judges exercised their lawful “power to appoint a U.S. attorney in the absence of a presidential nomination.”
Coons said he’s also relieved that the transition occurred without the rancor seen in New Jersey and the Eastern District of Virginia.
In Virginia, former Trump insurance lawyer Lindsay Halligan was ruled ineligible by a federal judge in her district because Bondi named her interim boss after the 120-day period to do so under federal law had expired.
Perhaps more importantly, the indictments Halligan obtained days after taking office against former FBI director James Comey and New York Attorney General Latisha James were dismissed. Bondi has pledged to appeal but has not yet done so.
Though Habba resigned after the adverse ruling in New Jersey, Halligan remains in her post in Virginia.
Other end-around maneuvers by Trump and Bondi have been deemed unlawful in Nevada, New Mexico and California, but those three remain under appeal.
“I’m just glad that we’ve avoided that level of drama here and that in Ben Wallace, we’ve got a court-appointed U.S. attorney who can keep the office moving forward in a constructive way,” Coons said.
Besides handling major crimes, “the district of Delaware handles some of our country’s most important patent litigation, corporate litigation, bankruptcy litigation,” Coons said.
“So it’s important for Delawareans and our constituents that we have a well-managed, disciplined, appropriate respect for the rule of law in how the federal courts here are handled and how the U.S. attorney’s office is led. And I’m relieved that we seem to have a path forward here that is appropriate.”
Law prof says Judge Connolly ‘navigated it as best he could’
Carl Tobias, a law professor at the University of Richmond who tracks appointments of U.S. attorneys and federal judges, praised Connolly, a Republican and former U.S. attorney for Delaware, for his deft handling of the potentially volatile situation.
“He navigated it as best he could. He didn’t provoke a confrontation,” Tobias said of Connolly, who Trump appointed as a judge during his first presidential term, with the Senate’s approval. “And he deserves a lot of credit for keeping the courts moving.”
Prior to Friday’s order, Connolly had publicly sought applications for the post, writing that “the court would only appoint a person the court deems qualified for the position.”
That clearly wasn’t Murray. In his previous order in November, Connolly wrote that judges had decided not to name anyone to the post after Murray’s interim status expired Nov. 12.
That prompted Bondi to name her “acting” U.S. attorney and led U.S. Deputy Attorney General Todd Blanche, himself a former Trump personal attorney, to publicly rebuke Connolly on social media.
Claiming lottery in Delaware
18 states have laws that allow national lottery prize jackpot winners to remain anonymous, but is Delaware among them?
The Delaware Lottery offers several draw games for those aiming to win big. Here’s a look at Tuesday, Dec. 16, 2025 results for each game:
Winning Mega Millions numbers from Dec. 16 drawing
20-24-46-59-65, Mega Ball: 07
Check Mega Millions payouts and previous drawings here.
Winning Play 3 numbers from Dec. 16 drawing
Day: 7-1-2
Night: 0-1-8
Check Play 3 payouts and previous drawings here.
Winning Play 4 numbers from Dec. 16 drawing
Day: 5-5-8-3
Night: 4-2-6-8
Check Play 4 payouts and previous drawings here.
Winning Multi-Win Lotto numbers from Dec. 16 drawing
10-21-22-24-26-33
Check Multi-Win Lotto payouts and previous drawings here.
Winning Lucky For Life numbers from Dec. 16 drawing
03-04-19-24-39, Lucky Ball: 11
Check Lucky For Life payouts and previous drawings here.
Winning Play 5 numbers from Dec. 16 drawing
Day: 6-6-3-8-7
Night: 8-7-0-5-4
Check Play 5 payouts and previous drawings here.
Feeling lucky? Explore the latest lottery news & results
Are you a winner? Here’s how to claim your lottery prize
- Sign the Ticket: Establish legal ownership by signing the back of your ticket with an ink pen.
- Prizes up to $599: Claim at any Delaware Lottery Retailer, in person at the Delaware Lottery Office, or mail your signed ticket and claim form; print your name/address on the ticket’s back and keep a copy/photo for records. By mail, send original tickets and documentation to: Delaware Lottery, 1575 McKee Road, Suite 102, Dover, DE 19904.
- Prizes up to $2,500: Claim in person at Delaware Lottery Retailer Claim Centers throughout Kent, Sussex and New Castle Counties.
- Prizes of $5,001 or more: Claim in person at the Delaware Lottery Office (business days 8 a.m. to 4 p.m.) with a photo ID and Social Security card.
- For all prize claims, directions to the Delaware Lottery Office are available online or via mapquest.com for a map.
Check previous winning numbers and payouts at Delaware Lottery.
Can I claim a jackpot prize anonymously in Delaware?
Fortunately for First State residents, the Delaware Lottery allows winners remain anonymous. Unlike many other states that require a prize be over a certain jackpot, Delawareans can remain anonymous no matter how much, or how little, they win.
How long do I have to claim my prize in Delaware?
Tickets are valid for up to one year past the drawing date for drawing game prizes or within one year of the announced end of sales for Instant Games, according to delottery.com.
When are the Delaware Lottery drawings held?
- Powerball: 10:59 p.m. Monday, Wednesday, and Saturday.
- Mega Millions: 11:00 p.m. on Tuesday and Friday.
- Play 3, 4: Daily at 1:58 p.m. and 7:57 p.m., except Sunday afternoon.
- Multi-Win Lotto: 7:57 p.m. Monday, Wednesday, and Friday.
- Lucky for Life: Daily at 10:38 p.m.
- Lotto America: 11:00 p.m. Monday, Wednesday, and Saturday
Missed a draw? Peek at the past week’s winning numbers.
This results page was generated automatically using information from TinBu and a template written and reviewed by a Delaware Online digital operations manager. You can send feedback using this form.
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