Or, A Bibliography of News, Opinion, and Sources Relating to the 2025 Attempt to Revise Delaware’s General Corporation Law. Final update: 3/26/25.
Note: SB 21 (repackaged as SS 1 for SB 21) passed the Delaware House late on Tuesday, March 25, 2025 and was signed into law the same night by Governor Meyer. The bibliography below is updated to include reports through the following day – March 26, 2025 – but nothing beyond that point.
Since it was dropped on an unsuspecting public two weeks ago, Senate Bill 21 has occasioned a great deal of both propaganda and conversation – and even some reporting and evidence-based analysis. This short bibliography (or, less pretentiously, link-roundup) is intended to help Delawareans and other folks get up to speed on the issue, understand the forces in play, and get a sense of the stakes.
I will update it, as my time allows, and events merit. I have tried to (mostly) link publicly accessible sources, but there may be some paywalled exceptions.
Some caveats: the bibliography below is not comprehensive, nor is it intended to be. It’s what, in my judgment, is the most useful for understanding what the hell is going on.
Also! It is not a guide to the bloggy conversations among corporate law specialists, a play-by-play for Dover courtiers’ inside baseball, or the group chat among oligarchics’ agents – though it intersects with all of those discourses. (Go to LinkedIn, Facebook, and Signal, respectively, if you want those.)
Get Up To Speed
Xerxes Wilson, “Controversial Corporate Law Changes Passed by House, Signed by Delaware Governor,” The News Journal, March 26, 2025, https://www.delawareonline.com/story/news/2025/03/25/delaware-corporate-law-changes-chancery-court-signed-into-law-by-governor-matt-meyer/82655315007/;
Karl Baker and Jacob Owens, “Meyer Signs Controversial Senate Bill 21 into Law after Bitter House Debate,” Spotlight Delaware, March 26, 2025, http://spotlightdelaware.org/2025/03/26/meyer-signs-senate-bill-21/.
Lora Kolodny, “Meta’s Potential Exit from Delaware Had Governor Worried Enough to Call Special Weekend Meetings,” CNBC, March 19, 2025, https://www.cnbc.com/2025/03/19/meta-billions-of-dollars-at-stake-in-overhaul-delaware-corporate-law.html.
Lora Kolodny, “Tesla’s Law Firm Drafts Delaware Bill That Could Salvage Musk Pay Package,” CNBC, February 18, 2025, https://www.cnbc.com/2025/02/18/firm-representing-musk-tesla-drafts-bill-for-delaware-corporate-law.html.
Jordan Howell, “DelDems Roll over for Musk,” Delaware Call, February 17, 2025, https://delawarecall.com/2025/02/17/deldems-roll-over-for-musk/.
Primary Source(s)
Senate Substitute 1 for Senate Bill 21: “AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW,” filed March 12, 2025, passed March 25, 2025, https://legis.delaware.gov/BillDetail/141930
- Primary sponsor: Sen. Townsend
- Cosponsors: Sen. Sokola, Lockman, Hocker, Pettyjohn; Reps. Griffith, Minor-Brown, Harris, Osienski, Dukes, Spiegelman
House Amendment 1 to Senate Substitute 1 for Senate Bill 21, filed March 18, 2025, [proposed amendment, not picked up] https://legis.delaware.gov/BillDetail?LegislationId=141964
- Sponsor: Rep. S. Phillips
- Summary: “This Amendment mirrors the proposed changes in SS 1 for Senate Bill 21, but provides that the corporation must “opt-in” to adopt them. It adds a new section one, which describes the method by which the corporation may opt in to the changes from the default, existing law.”
Senate Bill 21: “AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW,” filed February 17, 2025, https://legis.delaware.gov/BillDetail/141857 [original bill]
- Primary sponsor: Sen. Townsend
- Cosponsors: Sen. Sokola, Lockman, Hocker, Pettyjohn; Reps. Griffith, Minor-Brown, Harris, Osienski, Dukes, Spiegelman
Senate Concurrent Resolution 17, https://legis.delaware.gov/BillDetail/141858
- Primary sponsor: Sen. Townsend
- Cosponsors: Sen. Sokola, Lockman, Hocker, Pettyjohn; Reps. Griffith, Minor-Brown, Harris, Osienski, Dukes, Spiegelman
Delaware General Corporation Law, Delaware Code, Title 8, https://delcode.delaware.gov/title8/c001/
Office of the Governor, “Discussion Re: Corporate Franchise,” February 2025, https://www.scribd.com/document/840790103/CNBC-copy-2025-03-12-de-Governor-FOIA-Response-38#download&from_embed.
- Internal emails between personnel in Gov. Matt Meyer’s office and various Musk & Zuckerberg associated lawyers, coordinating drafts, details, & messaging around the push for SB 21;
- provided by Lora Kolodny, “Meta’s Potential Exit from Delaware Had Governor Worried Enough to Call Special Weekend Meetings,” CNBC, March 19, 2025
Dig Deeper
The items below represent a wide spectrum of debate on SB21 and the political economy of Delaware’s corporate law; inclusion is not an endorsement that a given piece is reliable, truthful, or accurate – simply influential. This list is organized chronologically, working backwards from most recent.
Xerxes Wilson, “Controversial Corporate Law Changes Passed by House, Signed by Delaware Governor,” The News Journal, March 26, 2025, https://www.delawareonline.com/story/news/2025/03/25/delaware-corporate-law-changes-chancery-court-signed-into-law-by-governor-matt-meyer/82655315007/;
Karl Baker and Jacob Owens, “Meyer Signs Controversial Senate Bill 21 into Law after Bitter House Debate,” Spotlight Delaware, March 26, 2025, http://spotlightdelaware.org/2025/03/26/meyer-signs-senate-bill-21/.
Karl Baker, “Lobbying on Corporate Law Change SB21 Enters Final Stretch,” Spotlight Delaware, March 21, 2025, http://spotlightdelaware.org/2025/03/21/sb21-final-stretch/.
Katie Tabeling, “Top Delaware Firm Takes Quiet Role in Corporate Amendment Debate,” Delaware Business Times, March 20, 2025, https://delawarebusinesstimes.com/news/firm-quiet-role-in-corporate-amendment/.
Lora Kolodny, “Meta’s Potential Exit from Delaware Had Governor Worried Enough to Call Special Weekend Meetings,” CNBC, March 19, 2025, https://www.cnbc.com/2025/03/19/meta-billions-of-dollars-at-stake-in-overhaul-delaware-corporate-law.html.
Yvonne Deadwyler, “Preserving the Corporate Franchise Is in the Interest of All,” Delaware Business Times, March 18, 2025, https://delawarebusinesstimes.com/news/viewpoint-sb-21-deadwyler/
Katie Tabeling, “Meet the Business Organizations Endorsing SB 21,” Delaware Business Times, March 17, 2025, https://delawarebusinesstimes.com/news/business-endorsing-sb-21/
Joel Friedlander, “Are Hamermesh, Chandler and Strine Making Delaware Corporate Law Great Again?,” The News Journal, March 17, 2025, https://www.delawareonline.com/story/opinion/2025/03/17/are-hamermesh-chandler-and-strine-making-delaware-corporate-law-great-again-opinion/82490918007/.
Joseph R. Mason, “SB 21 Could Cost Delaware Millions,” Delaware Business Times, March 17, 2025, https://delawarebusinesstimes.com/news/viewpoint-sb21-could-cost-millions/
Matthew G. Jacobs, General Counsel, CalPERS to Senator Bryan Townsend, et al, Re: “Delaware Senate Bill No. 21,” March 14, 2025, https://s3.documentcloud.org/documents/25590146/letter-from-calpers-to-delaware-leadership.pdf.
Katie Tabeling, “How a New Bill Raises Uncertainty in Wilmington’s Legal Economy,” Delaware Business Times, March 14, 2025, https://delawarebusinesstimes.com/news/sb-21-legal-economy/.
Karl Stomberg, “Capital Fight or Flight: Delaware’s History of Gangster Capitalism and the Need for a Democratic Economy,” Delaware Call, March 13, 2025, https://delawarecall.com/2025/03/13/capital-fight-or-flight/.
Greg Vallaro, “Delaware Senate Bill 21 Is a Disaster. It’s Time to Call Strike Three,” News Journal, March 12, 2025, https://www.delawareonline.com/story/opinion/2025/03/12/delaware-senate-bill-21-is-a-disaster-opinion/82277898007/.
Jeffrey P. Mahoney, “SB 21 Threatens Long-Term Shareholder Rights,” Delaware Business Times, March 10, 2025, https://delawarebusinesstimes.com/news/viewpoint-sb-21-shareholder-rights/.
Alan Jagolinzer et al., “The False Crisis Pushing Delaware to Surrender Shareholder Rights,” ProMarket, March 7, 2025, https://www.promarket.org/2025/03/07/the-false-crisis-pushing-delaware-to-surrender-shareholder-rights/.
William Chandler and Lawrence Hamermesh, “Delaware’s Corporate Law, Proposed Amendments Play Fair,” Delaware Business Times, March 6, 2025, https://delawarebusinesstimes.com/news/viewpoint-sb21-chandler-hamermesh/.
June Carbone, Nancy Levit, and Naomi Cahn, “Elon Musk and the Rise of the Dictator CEO,” Washington Monthly, March 6, 2025, http://washingtonmonthly.com/2025/03/06/elon-musk-and-the-rise-of-the-dictator-ceo/.
Cris Barrish, “Is ‘DExit’ a Real Threat to Delaware’s $2B-a-Year Incorporation Kingdom, and Will the Proposal Protect or Destroy ‘the Franchise’?,” WHYY, March 5, 2025, https://whyy.org/articles/dexit-delaware-franchise-incorporation-industry-billionaires-bill/
“Legal Experts Weigh in on Townsend’s Remarks in Delaware Call Interview,” Delaware Call, March 4, 2025, https://delawarecall.com/2025/03/04/legal-experts-weigh-in-on-townsends-remarks-in-delaware-call-interview/
Daniel Taylor, “Delaware’s Manufactured Corporate Crisis,” Delaware Business Times (blog), March 4, 2025, https://delawarebusinesstimes.com/news/viewpoint-taylor-sb-21/.
Chris Foulds, “Billionaire Corporate Law Smash-and-Grab Could Destroy Delaware’s Economy,” News Journal, March 3, 2025, https://www.delawareonline.com/story/opinion/2025/03/03/billionaire-corporate-law-smash-and-grab-could-destroy-delawares-economy-opinion/80549853007/.
Andrew Verstein, “The Corporate Census,” SSRN Scholarly Paper (Rochester, NY: Social Science Research Network, February 25, 2025), https://papers.ssrn.com/abstract=5154952.
- NB this item is a working paper – meaning, it is an unpublished draft, that has not undergone peer review. All arguments should be understood as preliminary, and incomplete.
Ann Lipton, “Rip American Shareholder Capitalism,” Financial Times, February 24, 2025, sec. FT Alphaville, https://www.ft.com/content/85eccee4-3890-4c25-bd89-eb522b95efb9;
Lawrence Cunningham, “Delaware Aptly Balances Certainty and Scrutiny in Corporate Law,” Bloomberg Law, February 24, 2025, https://news.bloomberglaw.com/us-law-week/delaware-aptly-balances-certainty-and-scrutiny-in-corporate-law.
Dael Norwood, “The Data Does Not Support the Narrative,” Goose Commerce (blog), February 23, 2025, https://daelnorwood.com/2025/02/23/the-data-does-not-support-the-narrative/.
Jordan Howell, “Delaware Call Interviews Sen. Bryan Townsend About SB21,” Delaware Call, February 21, 2025, https://delawarecall.com/2025/02/21/delaware-call-interviews-sen-bryan-townsend-about-sb21/.
Ryan Cooper, “Why Are Delaware Democrats Trying to Give Elon Musk $55 Billion?,” The American Prospect, February 21, 2025, https://prospect.org/api/content/63bddae0-efd3-11ef-9411-12163087a831/.
Jacob Owens, “Chief Justice Seitz Warns Lawmakers against Reducing Courts’ Independence – Spotlight Delaware,” Spotlight Delaware, February 21, 2025, https://spotlightdelaware.org/2025/02/21/chief-justice-warns-lawmakers-against-reducing-courts-independence;
Peter Walker, “Is Delaware Losing Startup Incorporations to Other States? … (No),” LinkedIn (blog), February 21, 2025, https://www.linkedin.com/feed/update/urn:li:activity:7298753740558254080/.
Delaware Working Families Party (DE-WFP), Stop Elon Musk’s Corporate Law Bill, https://actionnetwork.org/letters/stop-elon-musks-corporate-law-bill
Public Citizen, Americans for Financial Reform, American Association for Justice, Consumer Federation of America, STOP DELAWARE SENATE BILL 21, https://www.stopsb21.com
Andrew Blumberg, Ben Potts, and Tom James, “Delaware Corporate Law Myth-Busting: The ‘Expanding Definition’ of Controlling Stockholder,” The Harvard Law School Forum on Corporate Governance (blog), February 21, 2025, https://corpgov.law.harvard.edu/2025/02/21/delaware-corporate-law-myth-busting-the-expanding-definition-of-controlling-stockholder/.
Jennifer Kay and Jef Feeley, “Musk’s War on Delaware Spurs State Bill to Hang On to Businesses,” Bloomberg.Com, February 19, 2025, https://www.bloomberg.com/news/articles/2025-02-19/musk-s-war-on-delaware-spurs-state-bill-to-hang-on-to-businesses.
Collin Woodard, “Musk’s New Plan To Get His $56 Billion: Change The Law,” Jalopnik (blog), February 19, 2025, https://www.jalopnik.com/1794019/musks-new-plan-to-get-his-56-billion-change-the-law/.
Dael Norwood, “The Golden Goose Is An Arsonist,” Delaware Business Times, February 19, 2025, https://delawarebusinesstimes.com/news/viewpoints/viewpoint-the-golden-goose-is-an-arsonist/.
Karl Baker and Jacob Owens, “Landmark Delaware Corporate Law Changes Aim to Stem Exits,” Spotlight Delaware, February 19, 2025, http://spotlightdelaware.org/2025/02/19/delaware-corporate-law-change-sb-21/.
Ann Lipton, “Delaware Decides Delaware Law Has No Value,” Business Law Prof Blog (blog), February 18, 2025, https://www.businesslawprofessors.com/2025/02/delaware-decides-delaware-law-has-no-value/.
Jacob Owens, “Meyer Considers Corporate Court Reform, Drawing Concern,” Spotlight Delaware, February 11, 2025, http://spotlightdelaware.org/2025/02/11/meyer-chancery-court-reform/.
Ann Lipton, “Delaware Decides Delaware Law Has No Value,” Business Law Prof Blog (blog), February 18, 2025, https://www.businesslawprofessors.com/2025/02/delaware-decides-delaware-law-has-no-value/.
Dael A. Norwood 