Laster, who has called the legislation “major surgery,” said in his decision that companies must comply with Delaware law.

“Market participants must conform their conduct to legal requirements, not the other way around,” the ruling said.

Rep. Madinah Wilson-Anton (D-Newark) and Republican Rep. Michael Smith called experts to testify on both sides of the issue.

Wilson-Anton said she’s seen memos dating back years warning that the stockholder agreements were unenforceable.

Her expert, Charles Elson, founding director emeritus of the Weinberg Center for Corporate Governance at the University of Delaware, said one of the concerns with these stockholder agreements is a lack of transparency.

“If you buy into a company, and there’s already a side agreement that effectively lays out how the company is going to be managed and function and you’re unaware of it,” he said. “And the problem of these things remaining no secret, if you will, is the danger of a minority buying in and discovering that the cards have already been stacked, so to speak.”

Former Chancellor William Chandler defended the Corporation Law Council on the writing of the bill. DSBA and the bill sponsors have disputed the view that the revisions are a sweeping overhaul of current law.

“I believe in placing my trust in that organization because they have never, ever failed,” he said. “I trust the Corporate Law Council in doing the right thing.”

Chandler said, “The corporate market isn’t ‘feeling good’ about Delaware,” and questioned McCormick and Laster’s objectivity on cases related to the bill’s amendments to state law.

“As Chancellor, I will tell you I was taught judges need to stay in their own lane,” he said. “Judges need to be judging cases in the courtroom, applying the law that you give them. Judges don’t need to intrude upon the process of making law.”

By Jeff Montgomery (June 21, 2024, 8:20 PM EDT) — Delaware lawmakers have settled, for now, a rare, bitter, national fight over director rights to cede some powers to big stockholders, but the “Moelis” debate has also boosted friction between board and stockholder camps, with one retired law professor saying underlying litigation had left “blood on the floor.”…

Law360 is on it, so you are, too.

A Law360 subscription puts you at the center of fast-moving legal issues, trends and developments so you can act with speed and confidence. Over 200 articles are published daily across more than 60 topics, industries, practice areas and jurisdictions.

A Law360 subscription includes features such as

• Daily newsletters
• Expert analysis
• Mobile app
• Advanced search
• Judge information
• Real-time alerts
• 450K+ searchable archived articles

And more!

Experience Law360 today with a free 7-day trial.

The Delaware State Police are investigating a fatal collision involving a gas-powered bike that occurred yesterday afternoon in Wilmington that left one man dead.

Officials said on June 20, 2024, at approximately 2:21 p.m., a grey 2009 Audi A4 was traveling westbound on West Newport Pike, approaching Silview Avenue. As the Audi was in the process of making a right turn into a private parking lot on W. Newport Pike, it was struck by a 4-stroke mini gas-powered bike that was traveling on the shoulder of W. Newport Pike westbound.

After the impact, the operator of the bike was ejected from the bike. At the time of the collision, the shoulder of W. Newport Pike westbound was closed off by construction cones for active construction in the vicinity according to police.

The operator of the bike, a 22-year-old man from Wilmington, Delaware, was taken to an area hospital, where he was pronounced dead. His name is being withheld until his family and relatives are notified.

The driver of the Audi, a 43-year-old woman from Wilmington, Delaware, was not injured.

The roadway was closed for approximately 2 hours while the scene was investigated and cleared.