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
Delaware
*Update – Suspect in Custody* State Police Investigating Home Invasion in Georgetown – Delaware State Police – State of Delaware
Date Posted: Friday, May 29th, 2026
The Delaware State Police have arrested 44-year-old Robert Berry from Millsboro, Delaware for a home invasion that occurred in Georgetown.
On May 15, 2026, at approximately 10:30 a.m., troopers responded to the 24000 block of Lawson Road in Georgetown for a panic alarm activation reported by a home security vendor. Troopers arrived and learned that the 83-year-old female victim had activated her panic alarm after an unknown male suspect, forced his way into her home as she opened her front door. Once inside, the suspect pointed a handgun at her and demanded to see another unknown person he believed was inside the residence. The victim was able to lock herself in a bedroom and activate her panic alarm while the suspect searched through the residence before leaving in an unknown direction. The victim was not injured.
Through investigative means, detectives identified Robert Berry as the suspect and obtained a warrant for his arrest.
On May 28, 2026, Berry was arrested and taken to Troop 4, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to Sussex Correctional Institution on a $166,000 cash bond.
- Attempt to Commit Robbery 1st Degree (Felony)
- Home Invasion Burglary 1st Degree (Felony)
- Possession of a Firearm During the Commission of a Felony (Felony)
- Possess, Purchase, Own, or Control a Firearm/Destructive Weapon if Previously Convicted of Two Violent Felonies on Separate
Occasions (Felony) - Aggravated Menacing (Felony)
Disclaimer: Any individual charged in this release is presumed innocent until proven guilty in a court of law.
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How to report a crime to Delaware Crime Stoppers
This video details what Delaware Crime Stoppers is and how to report a crime. 8/25/23
A 49-year-old Hartly man died after hanging himself in a holding cell at Delaware State Police Troop 3 in Camden, authorities said.
“Video surveillance confirmed that while detained alone in a temporary holding cell at Troop 3, [the suspect] used a shoelace to commit suicide by hanging,” state police said in a May 28 statement. “When troopers found [him], they attempted lifesaving efforts, but he was pronounced dead a short time later.”
Police did not immediately respond to a late May 28 email seeking information on custody protocols or whether the suspect appeared suicidal.
In a May 28 press release, police said troopers were responding to a report of a domestic assault at a home on Misty Way in the Hartly-area about 8 p.m. on May 27.
Before troopers arrived, they were notified that the man had left the residence in his girlfriend’s vehicle. Police said he had an active arrest warrant stemming from a previous incident at the same location on May 22.
The vehicle was spotted by a Delaware State Police helicopter and a chase began, police said.
The chase crossed into Maryland, then returned to Delaware before ending at the residence on Misty Way, police said.
There, police said he initially refused orders to get out of the vehicle, and when he finally did, he resisted further orders from troopers.
Police said he assaulted a DSP canine they deployed. When he was eventually taken into custody, police took him to an area hospital for evaluation of injuries sustained from the dog apprehension.
The Hartly man was released from the hospital on the morning of May 28 and taken to Troop 3, where police said he was charged with several crimes, including strangulation for the May 22 incident and resisting arrest with violence and second-degree assault on a law enforcement animal for the May 27 incident.
Police said he hanged himself while being held at Troop 3, but did not specify when it occurred.
The Delaware State Police Homicide Unit, along with the Delaware Department of Justice’s Division of Civil Rights and Public Trust, are investigating.
Send tips or story ideas to Esteban Parra at (302) 324-2299 or eparra@delawareonline.com. This is a developing story. Return to delawareonline.com for updates.
Why Should Delaware Care?
Earlier this month, a new report found that Delaware is among the top states for math proficiency recovery rates since the COVID pandemic. Although four school districts were highlighted for their progress, all education officials have noted that more work needs to be done to meet their pre-pandemic proficiency levels.
Six years after COVID began, Delaware students still have not returned to their pre-pandemic proficiency rates for reading and math, according to new test scores from the state’s youngest learners.
But many are making progress.
The results from the 2026 Education Scorecard – a large-scale academic study of federal and state testing data by Harvard and Stanford researchers – placed Delaware fourth out of 38 states in math recovery and in the top half of states in reading between 2022 and 2025. Additionally, a handful of school districts – Appoquinimink, Brandywine, Seaford, and Woodbridge – were reported to be among the top 500 in the country for math gains during those three years.
Brandywine and Appoquinimink also were recognized as being among the top reading performers.
Still, no Delaware district has bounced back to match their pre-pandemic math or reading scores.
The report comes as Delaware schools for years have been dogged by low standardized test scores and high rates of chronic absenteeism. And, despite the modest rebounds, education officials say continued growth is needed to get students back to their pre-pandemic proficiency levels.
“Delaware students are still working to recover from the academic disruption of the pandemic, especially in reading,” Delaware Secretary of Education Cindy Marten said in a statement. “That is exactly why Delaware has a strategic plan, why we are focused on early literacy, and why implementation, accountability, and support for districts must remain our priority.”
Stephanie Ingram, president of the state’s educators’ union, pointed toward a need to update Delaware’s public education funding system in order to achieve scores that mirror pre-pandemic proficiency rates.
“If we want to reach – and exceed – pre-pandemic levels of student achievement, then it’s time to replace our post-World War II education funding system with a formula that delivers support where it’s needed most, so every child truly has an opportunity to succeed,” she said.
Focusing on growth, addressing absenteeism
Although Brandywine was one of two school districts that outperformed others in math and reading, Superintendent Lisa Lawson says the district is “absolutely not” where it wants to be in terms of proficiency.
“I do appreciate that we are growing faster in order to get there, but we have miles to go before we sleep,” Lawson said.
She said part of the way to match and surpass pre-pandemic levels is to ensure that students are in school every day.
“When you’re missing 20 or more days in the school year, there isn’t even a chance that we’re going to get you to where you need to be on grade level,” Lawson said.
In 2022, the Brandywine School District had a 29% chronic absenteeism rate, according to the Education Scorecard data. It dropped to just under 16% in 2025.
The United States Department of Education defines chronic absenteeism as a student missing 10% or more of school in a year.
While absenteeism is still above pre-pandemic rates, Lawson said the district will continue to work with organizations, such as the Boys and Girls Club, to ensure students are coming to school.
Breaking down the math
Like the Brandywine School District, Seaford students’ proficiency levels also rose substantially in recent years.
Seaford Director of Instruction Kirsten Jennette credits the increase in part to the district’s efforts to use “illustrative math,” which helps students better understand concepts rather than just step-by-step math processes.
In kindergarten, Seaford students use “math vocabulary,” Jennette said.
“They’re talking about math, they are deeply manipulating and learning about the concept,” she said.
Seaford Superintendent Sharon DiGirolamo said the illustrative style helps students better understand the concept of multiplication or addition as they go through higher grade levels.
“As they get older they start to see that multiplication is just a really fast way of adding,” she said.
The district also saw improvements in its chronic absenteeism rate, which decreased from 29.7% to 8.7% between 2022 and 2025.
‘The beauty and the danger of a scorecard’
In recent years, Delawareans across the political spectrum have grown increasingly frustrated with the state’s education spending compared to students’ test scores.
During a legislative budget committee hearing in March, State Sen. Dave Lawson (R-Marydel) noted his appreciation for Marten’s work, but said he has heard proclamations about improving metrics for the last 14 years, and test scores have still declined.
“So if [performance metrics] aren’t accomplished, what are going to be your actions?” he asked Marten during the meeting. “Are you still going to be secretary?”
For the districts that are not among the top performers, there is a concern that their scores could be weaponized against them if the district goes out for a referendum request.
The fear of weaponization exists in districts, such as Indian River, which saw mixed results on the Education Scorecard. The district’s math score showed improvement between 2022 and 2025, but reading scores declined.
Blair Catlin Brown, president of the district’s educators’ union, said the reading score decline cannot be attributed to just one reason.
While all districts worked toward pre-pandemic proficiency levels, Catlin Brown said her district was also in deficit spending. Those results create a Catch-22: taxpayers may feel less inclined to support a struggling district, but that would lead to deeper cuts that would only further inflame issues.
She said Indian River educators knew a future referendum would not pass, and they were left waiting for decisions regarding which staff members and programs would be cut.
“That just creates a feeling of unease, dissatisfaction, feeling like you’re not being valued, because at the same time we don’t stop working hard,” Catlin Brown said.
At the same time, the district was working toward incorporating a new curriculum that focused on the science of reading.
In August 2022, then-Gov. John Carney signed House Bill 304 into law, which prioritized the science of reading and required all public school students in kindergarten through third grade to participate in a screening three times a year to identify potential reading challenges.
Catlin Brown said the district did find a curriculum aligned with the science of reading, but acknowledged that it can take several years before a district sees improvement from a new curriculum.
She also said that reports, such as the Education Scorecard, do not show community members how hard teachers are working to get to pre-pandemic levels and higher, or that the district has recently updated and enhanced its curriculum.
“That’s the beauty and the danger of a scorecard,” she said.
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