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Controversial corporate law changes passed by House, signed by Delaware governor

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Controversial corporate law changes passed by House, signed by Delaware governor


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  • The Delaware House of Representatives passed a bill that would make it harder for shareholders to sue corporations’ most powerful leaders.
  • Supporters of the bill say the changes are necessary to give corporations more predictability and consistency.
  • Critics argue that the changes will handcuff the ability of Delaware’s Chancery Court to police deals involving conflicts of interest.

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.

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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.

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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.”

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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.

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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.

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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.

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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.”

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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.

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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.

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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.

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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.

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9 Most Scenic Drives in New Jersey

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9 Most Scenic Drives in New Jersey


Scenic drives across New Jersey reach from the coastal marshes of Cape May to the hardwood forests around the Delaware Water Gap. The routes below range from quick Sunday drives to multi-day regional tours. Along the Pine Barrens Scenic Byway, travellers wind through protected forests, wetlands, and historic villages. Old Mine Road traces 17th-century Dutch settlement routes through rugged terrain in one of the continent’s oldest continuously used roadways. Shorter routes like the Palisades Scenic Byway deliver sweeping Hudson River views with hiking access. The nine drives below prove the Garden State reputation holds up once you leave the interstate.

Delaware River Scenic Byway

The Uhlerstown-Frenchtown Bridge along the Delaware River Scenic Byway, NJ. Editorial credit: ARK NEYMAN / Shutterstock.com

Running about 34 miles from Trenton to Frenchtown, the Delaware River Scenic Byway follows the Delaware River and the Delaware and Raritan Canal, offering easy access to hiking trails and water-based recreation. The riverside towns are among New Jersey’s best for art and history. Starting in Trenton, the route follows the Delaware and Raritan Canal toward Lambertville. Trenton’s William Trent House Museum and Trenton City Museum make good starting points.

Johnson Ferry House in Washington Crossing State Park, New Jersey
Johnson Ferry House in Washington Crossing State Park, New Jersey. Editorial credit: Jim Bogosian / Shutterstock.com

As the route approaches Lambertville, Washington Crossing State Park marks the site where George Washington’s Continental Army crossed the Delaware River on Christmas night 1776 to attack Hessian forces at Trenton (a turning point in the Revolutionary War). The park now includes hiking trails and river views. The byway continues through the historic downtowns of Lambertville and Stockton, with Bull’s Island Recreation Area offering a riverfront stop before reaching the final destination in Frenchtown.

Pine Barrens Scenic Byway

Wooden bridge on Great Bay Boulevard, Little Egg Harbor, NJ
Wooden bridge on Great Bay Boulevard, Little Egg Harbor, NJ. (Credit: Laura A. Markley via Shutterstock)

Stretching 130 miles through southern New Jersey, the Pine Barrens Scenic Byway crosses pine forests, wetlands, and rivers while connecting unique historic villages through a network of interconnected routes. The New Jersey Pine Barrens (officially the Pinelands National Reserve, established in 1978 as the first U.S. national reserve) covers 1.1 million acres with a rare acidic sandy soil ecosystem that supports pygmy pitch pine forests found almost nowhere else in North America.

Starting near Batsto Village, a preserved 18th- and 19th-century iron-making and glass-working community, the route heads toward Tuckerton through the Pinelands, crossing waterways including the Mullica River. At Tuckerton, the route approaches Little Egg Harbor, a coastal estuary known for salt marshes, boating, and birdlife, before continuing toward the Edwin B. Forsythe National Wildlife Refuge.

Edwin B. Forsythe National Wildlife Refuge
Edwin B. Forsythe National Wildlife Refuge along the Pine Barrens Scenic Byway.

From there, the byway loops inland through Mullica and Weymouth, with opportunities for fishing and paddling on the Great Egg Harbor River. Continuing south, the byway extends toward Tuckahoe, a gateway to Cape May County coastal wetlands, with loops running toward Port Elizabeth and around Belleplain State Forest through towns like Dennis and Woodbine before reconnecting with other route segments.

Palisades Scenic Byway

State Line Lookout over the Palisade cliffs and the Hudson River
State Line Lookout, at the start of the trail with views over the Palisade cliffs and the Hudson River.

The Palisades Scenic Byway offers sweeping views of the Hudson River as it winds along the Palisade Cliffs, one of New Jersey’s most striking geological formations. The cliffs formed about 200 million years ago when molten diabase magma intruded between sedimentary rock layers, later exposed when erosion stripped away the softer surrounding rock. The route covers 19 miles. Starting at Fort Lee Historic Park and Visitor Center, visitors can take in views of the George Washington Bridge and Revolutionary War exhibits before continuing onto the Palisades Interstate Parkway. Traveling north through Englewood Cliffs, there are stops at trailheads, picnic areas, and scenic overlooks.

A walking path at State Line Lookout in Palisades Interstate Park, New Jersey
A walking path at State Line Lookout in Palisades Interstate Park, New Jersey. (Credit: quiggyt4 via Shutterstock)

Within Palisades Interstate Park, visitors can hike wooded trails, take in panoramic viewpoints, and explore the historic Cliffdale Manor ruins. The parkway continues north into New York State, extending the drive along the Hudson, but the New Jersey portion culminates at State Line Lookout, a high vantage point with expansive views of forested cliffs, distant Hudson Valley mountains, and the New York City skyline.

Bayshore Heritage Byway

Signage for the Delaware Memorial Bridge and the Bayshore Heritage Byway.
Signage for the Delaware Memorial Bridge and the Bayshore Heritage Byway. By Mr. Matt, CC BY-SA 4.0, via Wikimedia Commons

Stretching nearly 122 miles through Salem, Cumberland, and Cape May counties, the Bayshore Heritage Byway covers the full range of New Jersey’s Delaware Bay coast. Dunes, coastal marshes, forested areas, and historic landmarks combine to make this one of the state’s most ecologically and culturally rich drives.

Marshlands at Cape May
Marshlands at Cape May. (Credit: Mike Ver Sprill via Shutterstock)

Start on Hawks Bridge Road in Salem County and head toward Salem City to explore its historic district (Salem has been continuously inhabited since 1675, making it one of New Jersey’s oldest towns). A network of local roads offers views of the Delaware Bay and estuary en route to Elsinboro Township. The Hancock House is the site of a 1778 Revolutionary War massacre where British troops killed over 20 sleeping Patriot militia. Continue to Bridgeton with stops at Bridgeton City Park and the Cohanzick Zoo within the park. Then continue to Mauricetown, with an optional detour to the East Point Lighthouse (built in 1849, New Jersey’s second-oldest lighthouse still in operation). The byway leads south into Cape May County, culminating at Cape May Point State Park.

Upper Freehold Historic Farmland Scenic Byway

An old mill in Allentown along the Upper Freehold Byway
A historic mill along the Upper Freehold Byway. Editorial credit: EQRoy / Shutterstock.com

The Upper Freehold Historic Farmland Scenic Byway covers 28 miles of farmland, historic homes, and quiet country roads. The drive begins in the historic district of Allentown Borough, following Main Street and then local roads toward the Assunpink Wildlife Management Area. From there, the byway winds through rural countryside toward Clayton Park, with optional detours to the Imlaystown Historic District or the Old Yellow Meeting House. The route continues past preserved farmland and open space before reaching the Walnford Historic District and Crosswicks Creek Park. The region is one of New Jersey’s most intact agricultural landscapes, partly due to strong state farmland preservation programs that have protected thousands of acres here since the 1980s.

Warren Heritage Scenic Byway

Farm in rural Hackettstown, New Jersey
Roadside farm in rural Hackettstown, New Jersey. (Credit: Don3rdSE via Flickr)

Running about 19 miles through mountain ranges and scenic valleys, the Warren Heritage Scenic Byway offers mountain views and opportunities to engage with local history along the way. One common route begins near Stewartsville and links local roads toward New Village. Bread Lock Park Museum along the route offers interactive exhibits on the region’s Morris Canal history (the canal operated from 1831 to 1924, carrying coal from Pennsylvania to New York). Heading toward Washington, the drive passes views of Pohatcong Mountain. The route continues through rural landscapes with views of Point Mountain, through Mansfield Township, Beattystown, and ending in Hackettstown.

Old Mine Road

Historic home on Old Mine Road, NJ
Historic home on Old Mine Road, NJ. (Credit: Acroterion, CC BY-SA 4.0, via Wikimedia Commons)

Old Mine Road is often cited as one of the oldest continuously used roads in the United States, with Dutch colonial origins dating to the early 17th century when copper miners reportedly used the route to transport ore from the Pahaquarry mines to Kingston. While some of the exact 17th-century claims are disputed by historians, the road has been continuously used for at least 300 years. It runs through the Delaware Water Gap, where unpaved sections from centuries past can still be walked. Some segments close during winter due to harsh conditions; spring through autumn is the reliable season.

View north along Old Mine Road
View north along Old Mine Road. (Credit: Famartin, CC BY-SA 4.0, via Wikimedia Commons)

Starting near Columbia, the drive follows Old Mine Road with views of the Delaware River and the forested landscape of the Delaware Water Gap National Recreation Area. At a fork, head toward the Millbrook Village Historic Site, a preserved 19th-century rural village recreated and maintained by the National Park Service. Continuing toward Flatbrookville, the road winds through the recreation area past trails, waterfalls, and scenic mountain terrain.

Millstone Valley Scenic Byway

Historic bridgetender's house serving as visitor centre to the Millstone Valley Scenic Byway
The historic Bridgetender’s House, now the visitor centre for the Millstone Valley Scenic Byway at Delaware and Raritan Canal State Park. Image credit quiggyt4 via Shutterstock

The Millstone Valley Scenic Byway winds through central New Jersey along the Millstone River and the Delaware and Raritan Canal. This picturesque route features Revolutionary War-era landmarks and offers both scenic waterside views and educational stops.

Griggstown Causeway along the Millstone Valley Scenic Byway
The Griggstown Causeway along the Millstone Valley Scenic Byway in New Jersey. Editorial credit: quiggyt4 / Shutterstock.com

Begin in Millstone, heading toward the historic Bridgetender’s House at Blackwell’s Mill in the East Millstone Historic District. Continue along the Millstone River toward Kingston, passing historic neighbourhoods on River Road and Rocky Hill. Delaware and Raritan Canal State Park offers hiking and water activities. From Kingston, follow the canal to Griggstown for views of the John Clyde Memorial Native Grassland Preserve and surrounding farmland. Cross the Griggstown Causeway back over the Millstone River and return to Millstone.

Western Highlands Scenic Byway

Forests in Wawayanda State Park along the Western Highlands Scenic Byway.
Forests in Wawayanda State Park along the Western Highlands Scenic Byway.

The Western Highlands Scenic Byway runs about 23 miles through Sussex County, following forest-lined roads and farmlands. The drive features hiking trails with scenic overlooks, wildlife viewing opportunities, and historic sites. Begin in Stockholm and head north toward Vernon, with views of the Hamburg Mountain Wildlife Management Area and Highland Lake. In Vernon, the byway connects to local roads looping through the highland terrain before continuing into Wawayanda State Park, where hiking access includes sections of the Appalachian Trail. The byway then extends north toward the New Jersey-New York border.

Nine New Jersey Drives, One Garden State

These nine routes cover the state’s full geographic range: Delaware Bay wetlands on the Bayshore, Pine Barrens pygmy pitch pine forests, Delaware Water Gap forests on Old Mine Road, Palisades cliff-top Hudson River views, Millstone and Warren Heritage farmland. The shared thread is that these drives reward leaving the interstate. New Jersey’s dense population masks how much forest, farmland, and preserved waterway the state actually contains.

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State Police Arrest Dover Man for Assault and Aggravated Menacing in Dover – Delaware State Police – State of Delaware

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State Police Arrest Dover Man for Assault and Aggravated Menacing in Dover – Delaware State Police – State of Delaware


Date Posted: Saturday, April 18th, 2026

The Delaware State Police have arrested 45-year-old Joseph Chapler, from Dover, Delaware, following an assault and aggravated menacing incident that occurred Thursday night in Dover.

On April 16, 2026, at approximately 10:20 p.m., troopers responded to the parking lot of Microtel, located at 1703 East Lebanon Road in Dover for a report of an assault and aggravated menacing. When troopers arrived, they learned that a man and woman were walking on a path behind the Microtel when they were approached by an unknown male suspect. The suspect threatened the victims, pointed a gun at them, and sprayed the female victim with pepper spray before running away. The victims ran to safety and called 9-1-1. The female victim was treated by EMS but refused medical attention.

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Through investigative means, detectives identified Joseph Chapler as the suspect and obtained a warrant for his arrest.

On April 17th, Chapler was arrested and taken to Troop 3, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to the Sussex Correctional Institution on a $94,001 cash bond.

Joseph Chapler mugshot photo with gray background

  • Possession of a Firearm During the Commission of a Felony (Felony)
  • Assault 2nd Degree (Felony) – 2 counts
  • Aggravated Menacing (Felony) – 2 counts
  • Terroristic Threatening – 2 counts
  • Criminal Trespass 3rd Degree

If you or someone you know is a victim or witness of a crime or have lost a loved one to a sudden death and need assistance, the Delaware State Police Victim Services Unit / Delaware Victim Center is available to offer you support and resources 24 hours a day through a toll-free hotline at 1-800-VICTIM-1 (1-800-842-8461). You may also email the Victim Services Unit at DSP_VictimServicesMail@delaware.gov.

 

 

 

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Disclaimer: Any individual charged in this release is presumed innocent until proven guilty in a court of law.


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Local police departments earn state accreditation

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Local police departments earn state accreditation


The Delaware Police Officer Standards and Training Commission recently announced that the Dewey Beach Police Department and Rehoboth Beach Police Department have both earned state accreditation from the Delaware Police Accreditation Commission.

As part of the rigorous process, a team of DPAC assessors ensured all accreditation standards were met by completing comprehensive, on-site inspections of each agency, reviewing their policies and procedures for compliance, and conducting interviews with department members. 

“This milestone represents a significant step forward for public safety in Delaware. The initial state accreditation of these police agencies reflects a strong commitment to professionalism, accountability and excellence in law enforcement. I commend each department for their dedication to serving their communities with integrity and for upholding the highest standards,” said Joshua Bushweller, Department of Safety and Homeland Security secretary and DPAC chair.



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