Connect with us

Delaware

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

Published

on

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



4-minute read

play

  • 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.

Advertisement

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.  

Advertisement

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.

Advertisement

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.



Source link

Delaware

9 Most Scenic Drives in New Jersey

Published

on

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.

Advertisement



Source link

Continue Reading

Delaware

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

Published

on

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.

Advertisement

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.

 

 

 

Advertisement

 

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


View All News Posts



Source link

Continue Reading

Delaware

Local police departments earn state accreditation

Published

on

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.



Source link

Advertisement
Continue Reading
Advertisement

Trending