Delaware
Controversial corporate law changes passed by House, signed by Delaware governor
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The Delaware House of Representatives on Tuesday night overwhelmingly passed a controversial rework of the state’s corporate code.
Delaware’s corporate laws govern the management of most of the nation’s top corporations, and the amendments passed by the legislature Tuesday will make it harder for shareholders to sue companies’ most powerful leaders for self-dealing and transactions that include conflicts of interest.
The overhaul has been the most controversial initiative in this year’s General Assembly, seeing debate from national media headlines to mail sent to everyday Delawareans.
The bill has been championed by new Gov. Matt Meyer as well as Democratic leaders in the General Assembly. They say the changes are a necessary course correction that will give corporations’ most powerful managers more predictability and consistency as they consider business transactions.
To justify the change, proponents have argued that the future of Delaware is at stake, forecasting an exodus of business activity that underpins the state’s relatively low taxes, lack of sales tax and funds more than a quarter of state government annual expenses.
Meyer swiftly signed the bill after its House passage Tuesday night, saying in a press release the bill would “protect state revenue” that funds all aspects of local government.
Critics, which include corporate law academics, institutional investors and attorneys that represent shareholders, contend that doomsday prophecies about an exodus of companies and corresponding loss of state revenue are a mirage created to justify what one attorney described as a “nakedly corrupt hand-out to billionaires.”
They argued the changes would handcuff the ability of Delaware’s famous Chancery Court to police deals involving conflicts of interest, ultimately giving influential business leaders greater leverage to benefit themselves at the expense of pensioners, retirees and ordinary investors.
In sum, this will detract from Delaware’s status as the premier place to charter a business, critics argued, and lead businesses away from Delaware.
“I think it risks the future of the franchise. It risks federal intervention,” said Democratic state Rep. Madinah Wilson-Anton. “That would be, in fact, cooking that golden goose.”
The House hearing capped a month of debate that resembled national debates over the power and influence individual business leaders and billionaires have over the mechanics of government.
During Tuesday’s hearing, opponents unsuccessfully introduced several amendments aimed at bolstering protections for investors, as well as preventing the bill from undercutting ongoing shareholder investigations into potential past misdeeds by powerful individuals at companies like Meta − Facebook and Instagram’s parent company.
What the bill does
Delaware is the legal home to some 2 million corporations, about 60% of those in the Fortune 500. The corporate laws on the state’s books, in turn, govern the rules by which the nation’s largest corporations govern themselves.
When shareholders feel they’ve been taken advantage of by powerful people within companies, they take those claims to the Delaware Chancery Court, which serves as a check on mismanagement. Its speed, consistency and judicial expertise in evaluating such claims is said to be one reason Delaware is the primary place to charter a business.
Previously: Controversial Delaware corporate law overhaul passed by Senate, heads to state House
The law passed Tuesday deals specifically with how Chancery Court can police deals cut by a company’s most powerful shareholders, like Mark Zuckerberg of Meta, when there is a conflict of interest. These individuals are referred to in the law as “controlling stockholder” or “director.”
The changes amend how a controlling stockholder is defined, lower the hurdles they must jump through to execute a potentially conflicted transaction, and curtail information available in so-called “books and records” requests. These requests are used by aggrieved shareholders to obtain documents, files, meeting minutes and communications to investigate their claims.
Attorneys involved in drafting the legislation say that over the years, the legal definitions of controlling stockholders, what books and records are, and other concepts affected by the legislation have been expanded by Chancery Court rulings. This has caused uncertainty when business managers are evaluating potential company transactions.
The sentiment is that Delaware feels “less predictable, less stable, less business friendly” and that there is a “much more litigious environment,” said Amy L. Simmerman, partner at Delaware firm Wilson Sonsini and advocate of the bill, at a House committee hearing last week.
This has caused more companies she counsels to question their future in Delaware, she said.
So the purpose of this legislation is to provide more predictability and balance where recent court decisions have caused confusion, said Lawrence Hamermesh, a corporate law expert who helped draft the bill.
But opponents have argued the legislation will reduce the role of Chancery Court policing bad transactions, overturn decades of court precedent and allow controlling shareholders greater leverage to engage in conflicted company transactions at the expense of other shareholders.
It will also further the idea that powerful business people can simply turn to a pliable state legislature for relief when they don’t agree with a Chancery Court decision, opponents said.
Amendments fail on House floor
Multiple amendments debated on the House floor Tuesday were aimed at preserving aspects of Delaware case law that Wilson-Anton, author of those amendments, argued would continue to provide protections for investors.
“We are dealing in dangerous territory,” Wilson-Anton said.
Each failed after they were labeled as “unfriendly” by the bill’s House sponsor.
Another amendment would have made the proposed changes apply only if individual companies’ shareholders voted to adopt the changes.
Democratic state Rep. Sophie Phillips, the amendment’s sponsor, told legislators the bill has generated a “bad look for our state” and that the amendment would reflect a “compromise.”
Robert Jackson, a law professor at New York University and former commissioner of the U.S. Securities and Exchange Commission, was called as a witness by Phillips.
He argued that without amendment, the bill changes law that has worked well for many Delaware-chartered companies for decades. An opt-in provision would give companies the flexibility to tailor the law to their needs or not, a hallmark of other aspects of the state’s corporate code, he said.
Democratic state Rep. Krista Griffith, the bill’s sponsor in the House, argued the amendment would impose a “tremendous amount of work” for companies to opt into the new rules, nullifying the purpose of the bill. Jackson countered that opting into the rules would carry the same process as reincorporating outside of Delaware and without the downsides that come with such a move.
Jackson’s testimony was ultimately cut off by House Speaker Melissa Minor-Brown, who accused him of speaking too much about the bill itself and not the amendment, which ultimately failed.
Questions over motive for corporate law changes
Another amendment was aimed at criticisms thrown at the General Assembly about motive.
Absent data showing any exodus of Delaware companies is afoot, opponents have argued the changes are actually at the behest of a few powerful business leaders like Zuckerberg at Meta.
In February, news leaked to the Wall Street Journal that Meta was considering leaving Delaware. Shortly after, tech company Dropbox and Pershing Square Capital Management, an investment firm, made similar rumblings.
Secretary of State Charuni Patibanda-Sanchez has said these rumblings began the conversation that led to the legislation.
Public records first reported by CNBC showed a Saturday meeting organized by the Meyer administration with state legislators and corporate attorneys the day after the Meta leak was published and then a meeting with Meyer and Meta officials organized for the following day.
Over the subsequent weeks, the bill was drafted by Hamermesh, also an attorney at Richards, Layton & Finger, as well as former Chief Justice of the Delaware Supreme Court Leo Strine Jr. and former Court of Chancery Chancellor William Chandler III, both of whom now work for firms that typically defend against shareholder lawsuits.
On the House floor Thursday, Rep. Frank Burns noted he was aware of two pending shareholder investigations into Meta that could become lawsuits and could be undercut by the changes.
Mounting criticism: Attorneys, academics criticize proposed corporate law changes at hearing
The change passed by legislators Tuesday would apply to any previous company transactions that are not subject to any lawsuit or court ruling as of February, potentially undercutting any lawsuit that flows from a current investigation into past transactions.
“The last thing that Delaware should have is the impression that by passing this law, we intervened in some way that may have benefited some company,” Burns said, presenting an amendment that would make the new rules only apply to transactions occurring after the bill’s passage.
Griffiths, the bill’s House sponsor, also described this amendment as “unfriendly” and argued it would cause confusion and go against the point of the bill: to make things “clearer for corporations.”
Burns replied that it would be less confusing and more fair to have past transactions governed by the law in effect at the time and future transactions governed by the new law.
This would be more “honorable and clean,” and “takes us out of being accused of having done something that would intervene in some ongoing investigation,” he said.
That amendment also failed.
Contact Xerxes Wilson at (302) 324-2787 or xwilson@delawareonline.com.
Debate on the bill
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The National Weather Service is forecasting the potential for severe thunderstorms in northern Delaware, especially in New Castle County, late this evening and overnight into tomorrow morning. The storms could bring large hail, damaging winds, and even an isolated tornado, though the severity is expected to taper off as the storms move south towards Kent and Sussex Counties.
Why it matters
Severe weather can pose significant risks to public safety, property, and infrastructure. While tornado touchdowns are relatively rare in Delaware, the state does experience its fair share of high-wind events, hail, and thunderstorms that can cause substantial damage, power outages, and disruptions.
The details
According to the latest forecasts, the northern areas of New Castle County, including Wilmington and surrounding communities, are at the highest risk for experiencing the most severe weather conditions. Residents in these areas should monitor weather alerts and be prepared to take shelter if warnings are issued.
- The storms are expected to arrive in northern Delaware late this evening and continue into the overnight hours of tomorrow morning.
What’s next
Residents in the affected areas should stay tuned to local news and weather sources for the latest updates and be prepared to take shelter if severe weather warnings are issued.
The takeaway
While severe storms are not uncommon in Delaware, the potential for hail, high winds, and even an isolated tornado underscores the importance of being weather-aware and having an emergency plan in place, especially for those living in the northern part of the state.
One suspect is in custody and another remains on the run after an armed robbery at Christiana Mall in Newark, Delaware, on Saturday night, police said.
Delaware State Police said that Troopers were on scene for a reported armed robbery at around 8 p.m. on Saturday. Since then, one suspect has been taken into custody.
Another suspect — who is believed to be armed — was able to get away and is believed to have fled mall property, police said. He was last seen running near the Cabela’s.
A handgun was found on the suspect in custody, police said. However, no injuries have been reported.
The investigation at the scene is expected to continue a “little while longer” and people are urged to avoid the area.
People around the mall area are being asked to remain vigilant and report any suspicious activity as well, police said.
If you think you see the suspect, do not approach and call 911.
Investigators learned the remaining suspect fled mall property in an unknown direction. Troopers are still investigating this incident and several law enforcement vehicles will remain in the area for a little while longer.
We remind the public to remain vigilant and report any…
— Delaware State Police (@DEStatePolice) March 22, 2026
This is a developing story; check back for more updates.
Delaware’s best natural wonders feature everything from tidal salt marshes to large saltwater lagoons. For starters, visitors can kayak along quiet bays in Trap Pond State Park or even stroll wide Atlantic beaches at Cape Henlopen State Park, while spotting migratory birds. Speaking of birdwatching, Bombay Hook National Wildlife Refuge is nationally recognized for its birdwatching and has been designated a Globally Important Bird Area. Each of these destinations highlights a different side of the state, showing how Delaware packs a surprising variety of natural environments into a compact area.
Cape Henlopen State Park
At more than 5,000 acres, Cape Henlopen State Park in Lewes, where the Delaware Bay meets the Atlantic Ocean, is one of Delaware’s favorite outdoor escapes. You’ll find a stretch of natural coastline shaped by wind and tides, with rolling dunes, maritime forest, and wide beaches along the cape. Deauville Beach is perfect for swimming, sunbathing, or beachcombing, with lifeguards on duty during the summer. For walking and biking, you can follow a network of trails, including the approximately five-mile Gordons Pond Trail along a large saltwater lagoon. One of the park’s most special spots is The Point, which is closed during spring and summer to protect nesting and migrating shorebirds.
Cape Henlopen is also part of the Delaware Coastal Heritage Greenway, a scenic route celebrating the natural and cultural history of coastal Delaware. You can visit the Seaside Nature Center, with tanks and exhibits showcasing local marine life, or explore the Fort Miles Museum & Historical Area, where World War II-era bunkers, artillery, and observation towers overlook the water. For overnight stays, the park offers a year-round campground for tents and RVs, as well as cozy cabins. Rates and reservation rules vary by season, so check the Delaware State Parks website for current availability.
Entrance fees are charged from March 1 through November 30. For ocean parks, it costs $10 per Delaware-registered vehicle and $20 for out-of-state vehicles. Annual passes are also available if you plan to visit multiple times during the season.
Trap Pond State Park
Trap Pond State Park, in Laurel, about 35 miles from Cape Henlopen State Park, is a Delaware natural area covering around 4,000 acres. At its heart is the roughly 90‑acre freshwater Trap Pond, surrounded by some of the northernmost naturally occurring baldcypress trees in the US. The pond was created in the late 18th century by damming a stream to transport timber and power a sawmill. After a flood in the 1930s drained it, the Civilian Conservation Corps rebuilt the dam. Today, the area supports a rich wetland ecosystem, where you can spot birds like great blue herons, warblers, and kingfishers.
In 2026, you can paddle a canoe or kayak along more than nine miles of water trails through the cypress swamp. On land, hiking and biking trails, such as the nearly five-mile Bob Trail loop, take you through wetlands and forests. Bike rentals are available in the summer, the best time to visit. Stop by the Baldcypress Nature Center to explore exhibits on local plants and animals, including a 500-gallon floor aquarium and a life-size model of a baldcypress tree. You can also camp year-round in tents, RVs, cabins, or yurts, with reservations recommended.
Entrance fees are $5 per Delaware-registered vehicle or $10 for out-of-state vehicles through November 30. If you arrive on foot or by bike, it’s $2 per person. You can also get an annual pass for multiple visits throughout the season.
Bombay Hook National Wildlife Refuge
Another natural wonder to visit is the Bombay Hook National Wildlife Refuge near Smyrna, which stretches eight miles along the Delaware Bay. Covering more than 16,000 acres, the refuge protects one of the largest remaining tidal salt marshes in the mid-Atlantic. You’ll also find meadows, rivers, ponds, woods, swamps, and fields that support a wide variety of wildlife, which you can spot along the scenic 12-mile drive, open a half hour before sunrise and a half hour after sunset. March and November are the best times to see waterfowl, while May is the peak concentration of shorebirds.
Other highlights include 30-foot observation towers, fishing at Pasture Point Pond, and short walking and biking trails such as the Bear Swamp Trail and Forest Discovery Tree Trail. There’s also a visitor center with interpretive displays and exhibits, an auditorium showing nature films, and a gift shop.
The refuge entrance fee is $4 per vehicle or $2 per person if you arrive on foot or by bike. You can also pick up an annual pass for unlimited visits, and select federal passes, as well as discounts for military members and seniors, are accepted. For nearby accommodations, you’ll find options ranging from budget-friendly inns to full-service hotels, including Bally’s Dover Casino Resort, all just 10-20 minutes away.
Alapocas Run State Park
Just outside Wilmington, you can explore one of northern Delaware’s most unique natural landscapes at Alapocas Run State Park. The park now covers about 359 acres, but it started much smaller. When the area first opened as Alapocas Woods in 1910, it included only about 123 acres before gradually expanding into the larger park you can explore today.
The park’s biggest natural highlight is the striking blue-gray rock formations that rise above the wooded banks of Brandywine Creek. While there, take in the views while hiking or biking along scenic paths, including sections of the Northern Delaware Greenway Trail, which passes through the park along the creek. Spring and fall are the best times to visit, when the weather is mild, and the surrounding forests are full of seasonal color. Other things to discover there include the Can-Do Playground and the historic Blue Ball Barn, which houses the Delaware Folk Art Collection and hosts community events during the warmer months.
Entrance fees are similar to those of other Delaware state parks, such as Trap Pond State Park. While the park doesn’t offer lodging, you can find plenty of accommodations nearby, including Homewood Suites by Hilton Wilmington Downtown and The Westin Wilmington.
Fenwick Island State Park
At Fenwick Island State Park, Delaware’s southernmost beach sits along a narrow barrier island between the Atlantic Ocean and Little Assawoman Bay, offering one of the state’s most scenic coastal landscapes. The park protects a quiet stretch of shoreline that remains relatively undeveloped compared to surrounding beach towns.
The best time to visit is late spring through early fall, when you can stroll through the dunes or enjoy water activities on the bay, including kayaking, paddleboarding, and sailing. On the ocean side, you can swim, relax in the sun, or try surf fishing, with lifeguards on duty during the summer months. Mobi-Mat mats help make the beach more accessible for wheelchair users, and beach umbrellas and chairs are available to rent during the busy season.
Fenwick Island was named for colonial landowner Thomas Fenwick in the 1600s, and the legend says that pirates once used the surrounding bays as hiding places. The land later became part of Delaware’s state park system in 1966. Today, there’s no campground or lodging on-site, but accommodations in Fenwick Island, such as Fenwick Shores, Tapestry Collection by Hilton, as well as options in nearby Ocean City, are convenient places to stay.
In Delaware, you can step into a variety of landscapes without traveling far. You might paddle through quiet cypress swamps at Trap Pond, watch shorebirds in tidal salt marshes at Bombay Hook, or walk wide beaches along the Atlantic at Cape Henlopen and Fenwick Island. Trails take you through forested creek valleys, while boardwalks and observation towers bring you closer to wildlife. Some areas invite active adventure, while others encourage slow, reflective moments. These natural wonders let you experience Delaware’s diversity firsthand, from its inland wetlands to its coastal shores.
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