Delaware

Delaware plays fair: Corporate law amendments will protect investors | Opinion

Published

10 months ago

March 5, 2025

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Delaware plays fair: Corporate law amendments will protect investors | Opinion

4-minute read

William Chandler III and Lawrence Hamermesh
| Special to the USA TODAY Network

Delaware has historically been a popular state for corporations to incorporate due to its clear and consistent corporate laws.
Recent court decisions in Delaware have expanded the definition of key legal concepts, creating uncertainty for businesses.
Proposed amendments to Delaware’s General Corporation Law aim to provide clearer definitions and procedures for corporations.
The authors, involved in drafting the amendments, argue they are intended to restore confidence in Delaware’s corporate law system and benefit both investors and corporations.
The goal is to create a more predictable and balanced legal environment for businesses operating in Delaware.

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.

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Delaware

Can you legally ride e-bikes and scooters in Delaware

Published

9 hours ago

January 7, 2026

Press Room

Can you legally ride e-bikes and scooters in Delaware

Sure, cars and motorcycles are popular ways to get around. But if you can’t afford either one, an electric bike might save the day like Delaware’s own Superman.

Then again, is it legal to cruise around on an electric bike or electric scooter in Delaware?

Here’s a guide to help you stay out of trouble when traveling in the Small Wonder:

What are Delaware laws for riding electric bikes?

An electric bicycle may be ridden anywhere bicycles are allowed (unless posted otherwise), which includes streets, highways, roadways, shoulders and bicycle lanes.

Delaware prohibits anyone under the age of 16 from operating an electric bicycle, which features pedal assist only and tops off at 28 mph.

Difference between electric scooter, triped and moped explained

A motorized skateboard or scooter is any vehicle with two wheels on the ground, handlebars and a hand-controlled throttle or brake, designed to be stood or sat upon by the operator, according to Delaware law.

While mopeds and tripeds are similar in design and size, mopeds have two wheels and tripeds have three wheels.

Where can you legally ride motorized vehicles?

Delaware law states that motorized skateboards or scooters can be used on public streets or highways as long as they are in the neutral position or the powertrain function is disengaged. However, in Newark, you can be fined $100 for riding motorized scooters on streets and sidewalks.

Mopeds and tripeds are prohibited on interstates and operating railroads, according to the Delaware Division of Motor Vehicles.

Do you need insurance for a triped or moped?

No motor vehicle insurance is required for operating a moped or triped, according to the Delaware Division of Motor Vehicles.

What rules are there for riding a scooter?

Delaware state law states that a person cannot operate a motorized skateboard or scooter while under the influence of alcohol or any drug.

Are there license and registration requirements for electric bikes?

If you want to operate scooters, they must be tagged and registered by the Division of Motor Vehicles, and the operator must have a valid driver’s license.

The Delaware DMV states that a basic driver’s license is required to travel with a moped or triped on public roadways.

The state of Delaware does not have any licensing or registration requirements for electric bikes.

Who can legally ride an electric scooter?

The minimum age to operate a scooter is 16. No person under 12 can operate a scooter unless they are under adult supervision or a parent or legal guardian.

Is there a law for wearing a helmet on a motorized scooter or skateboard?

To operate a motorized skateboard or scooter, bicycle-type helmets are required for those under 16, according to Delaware State law.

If you have an interesting story idea, email lifestyle reporter Andre Lamar at alamar@gannett.com. Consider signing up for his weekly newsletter, DO Delaware, at delawareonline.com/newsletters

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Delaware

Delaware County Council chooses new leadership

Published

21 hours ago

January 6, 2026

Press Room

Delaware County Council chooses new leadership

Monday also coincided with the swearing-in ceremony of Womack, Controller Louis Rosenthal, District Attorney Tanner Rouse, Sheriff Siddiq Kamara and first-term Councilmember Joanne Phillips.

“I remain inspired by what the voters told me during this election,” Phillips said in the press release. “They told me to keep working hard, use my common sense, keep moving the county forward, implement changes as efficiently and effectively as we can, use our resources wisely, and take care of our people.”

First-term Delaware County Councilmember Joanne Phillips gets sworn in at the induction ceremony on Jan. 5, 2026. (Courtesy of Delaware County Communications and Public Affairs Department)

Among its first orders of business, County Council voted to reappoint Barbara O’Malley as executive director for a two-year term to oversee the day-to-day operations of government departments.

County Council’s first official meeting is Wednesday.

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Delaware

Katt Williams & more big comedians to see in, near Delaware 2026

Published

1 day ago

January 6, 2026

Press Room

Katt Williams & more big comedians to see in, near Delaware 2026

Are you already in need of a laugh (or two) in 2026?

There are several comedians performing in Delaware area this year who might be able to get the job done. But it’ll cost you a couple of coins.

Here are some big (and smaller) comedians who are currently confirmed for touring in and near the First State, from now through the summer.

Some of the most notable Black comedians performed on HBO’s raw “Def Comedy Jam” in the 1990s, including Dave Chapelle, Bernie Mac and Thea Vidale. That’s the same unfiltered Vidale who also starred as the mama of WWE star Shelton Benjamin for a brief wrestling storyline. Vidale also played the mom of R&B singer Brandy on the ’90s sitcom “Thea,” which made the veteran comic the first Black female comedian to have a sitcom named after them on a national network, according to The Grand’s website. Vidale will headline a night of laughs at an event presented by Keenan Copening’s Bar None Entertainment. The event includes DJ-K and The Reverend Bob Levy.

Studio 1 of The Grand (818 N. Market St., Wilmington) at 8:30 p.m. Jan. 10. Tickets are $50. Visit thegrandwilmington.org or call (302) 652-5577.

Delaware State Fair alum Jeff Dunham is coming to the arena of the Philadelphia 76ers with his new “AI” tour, which doesn’t stand for “Allen Iverson,” sadly. The rock-star ventriloquist and his puppet gang, who have 4.76 million YouTube subscribers, will tickle patrons with the “Artificial Intelligence” tour, a subject we can’t avoid these days.

Xfinity Mobile Arena (3601 S. Broad St., Philadelphia, Pennsylvania) at 7 p.m. Jan. 15. Tickets start at $92. Visit jeffdunham.com.

With 9 million fans on Instagram, Desi Banks will march a small army of his soldiers into a battlefield of silliness where he’ll wage war against boredom this spring. Although people love his internet skits, Banks is a veteran performer who also can work a stage, which he’s shared with big names including Martin Lawrence and Mike Epps.

Punch Line Philly (33 E. Laurel St., Philadelphia) at 7:30 and 9:45 p.m. Jan. 16; 7 and 9:15 p.m., Jan. 17; 7 p.m. Jan. 18. For tickets or more info, visit punchlinephilly.com or call (215) 606-6555.

The new year equals a fresh start to hear new jokes. Next on deck is comedian Mike Cannon, who can overshare with the best of them. Cannon has a sharp-witted style of comedy that can turn on-the-spot crowd observations into three minutes of material. Among his long list of credits, the podcast troublemaker starred in the film “Timing” on Amazon Prime, and he’s appeared on Barstool Sports’ “Friday Night Pints.”

The Queen (500 N. Market St., Wilmington) at 8 p.m. Jan. 29. Tickets are $32. Visit thequeenwilmington.com or call (302) 400-7020.

Seven wild comics will hit one stage, with Mike Epps leading the way, during the return of the “We Them One’s” comedy tour at The Liacouras Center, home of the Temple Owls. The lineup features Epps, DC Young Fly, Karlous Miller, Chico Bean, Mojo Brookzz, Tony Roberts, Jayski and Fab Monroe.

Liacouras Center (1776 N. Broad St., Philadelphia) at 8 p.m., Feb. 20. Tickets are $85-$311+. Visit liacourascenter.com or call (215) 204-2400.

Maybe you saw Affion Crockett in a friendly roast battle against Kevin Hart, or in Netflix’s “Beverly Hills Cop: Axel F.” Either way, one of the next places you can catch Crockett is headlining four shows at Punch Line Philly.

Punch Line Philly (33 E. Laurel St., Philadelphia) at 7:30 and 9:45 p.m. Feb. 20; 7 and 9:15 p.m. Feb. 21. For tickets or more info, visit punchlinephilly.com or call (215) 606-6555.

It was only late last year when comedian and actor Patton Oswalt came to Wilmington. Now he’s headed back to Delmarva, this time playing Ocean City.The longtime entertainer has a résumé in TV and film that’s longer than the “Star Wars” title sequence with TV and movie credits that include “The King of Queens,” “Parks and Recreation” and last year’s “Ghostbusters: Frozen Empire.”

Ocean City Performing Arts Center (4001 Coastal Highway, Convention Center, Ocean City) at 7 p.m. March 5. Tickets are $61.90 to $185.50. Visit ocmdfilmfestival.com.

Comedian Ryan Davis ended 2025 on a high note, opening for well-respected comic Ali Siddiq. Davis is best known for his viral videos on social media, where he spent years ranting about pop culture or whatever else was on his mind. Some of his notable credits include appearances on “Curb Your Enthusiasm” and “All Def Comedy.”

Punch Line Philly (33 E. Laurel St., Philadelphia) at 7 and 9:15 p.m. March 20; 7 and 9:15 p.m. March 21. For tickets or more info, visit punchlinephilly.com or call (215) 606-6555.

Going to a Garrison Keillor performance can feel like you’re at a concert, poetry session and a comedy show in one event. The storyteller, who is a native of Minnesota, will be joined with special guest Rich Dworsky for an evening of double trouble.

The Grand (818 N. Market St., Wilmington) at 8 p.m. March 28. Tickets are $66-$86. Visit thegrandwilmington.org or call (302) 652-5577.

Tracy Locke and more: ‘April Fools Festival,’ Milton

No matter the forecast, comedian Tracy Locke is bringing you spring comedy showers in Milton, so bring a poncho. The headliner will be joined with Dave Evans and host Keith Purnell.

Milton Theatre (110 Union St., Milton) at 7:30 p.m. April 25. Tickets are $15.76-$22.35. Visit miltontheatre.com or call (302) 684-3038

Don’t think David Sedaris stands around telling jokes all day. Because he’s versatile enough to sit down and write humor, which he’s proved through multiple New York Times bestsellers. This includes Sedaris’ writings in “Let’s Explore Diabetes with Owls” (comical essays about personal events that range from a colonoscopy to his dad wearing a shirt and underwear during dinner). Sedaris reminds his fans that the same thing that can make you cry also can make you laugh.

The Playhouse on Rodney Square (1007 N. Market St, Wilmington) at 7 p.m. April 12. Tickets are $55-$92. Visit thegrandwilmington.org or call (302). 888-0200.

There might not be a comedian today who’s more likeable than Katt Williams, depending on whom you ask. Williams, who has headlined arenas for years, caught fire on the “Club Shay Shay” podcast in 2024 with an episode that cracked over 91 million views. He’s seen a surge of popularity over the last two years that saw more podcast appearances like Joe Rogan’s pod, which racked up 25 million views alone.

Liacouras Center (1776 N. Broad St., Philadelphia) at 8 p.m. April 24. Tickets are $92-$353+. Visit liacourascenter.com or call (215) 204-2400.

Aries Spears, Wilmington

The biggest comedian who’s been announced for Delaware in 2026 is Aries Spears, who has been in the game for over three decades, and he’s still cracking people up. From his eight seasons on the sketch series “MADtv” to being a regular guest on the popular YouTube channel Vlad TV, Spears has shown his versatile ability to be funny with a script and in candid conversation. While Spears isn’t just an impressionist comic, he’s got a knack for mimicking entertainers like DMX, Jay-Z, Denzel Washington and Shaquille O’Neal.

The Grand (818 N. Market St., Wilmington) at 8 p.m. May 1. Tickets are $55-$99. Visit thegrandwilmington.org or call thegrandwilmington.org.

Pennsylvania native Shane Gillis is gonna be on an emotional high when he headlines The Linc, home of the Philadelphia Eagles, this summer, joined by special guests. Gillis is one of the hottest names in comedy and showed people when he appeared in Bud Light’s 2025 Super Bowl ad with Peyton Manning and Post Malone, an experience that was capped off with The Birds winning the Super Bowl.

The Linc (One Lincoln Financial Field Way, Philadelphia) at 8 p.m. July 17. Tickets are $30-$171+. Visit lincolnfinancialfield.com.

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