Politics – Dael A. Norwood

DGCL Fiasco 2025: Sources

March 2, 2025March 26, 2025 daelnorwood

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.

A printed image of a long receding hallway in a grecian temple, with timelines and chronologies forming the wall, floors, and ceilings. Emma Willard, “The Temple of Time” (1846), via Cartography Associates (CC BY-NC-SA 3.0) https://www.davidrumsey.com/luna/servlet/detail/RUMSEY~8~1~315043~90083688:The-Temple-of-Time# — Emma Willard, “The Temple of Time” (1846), via Cartography Associates (CC BY-NC-SA 3.0)

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.

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/.

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/.

Our Glorious National Heritage, Power At Play, Uncategorized

This Slave Trade of the … 21st Century?

August 26, 2013September 2, 2013 daelnorwood

Or, Horrible Things Briefly Noted

A specter is haunting today’s localized edition of the International Herald Tribune – the specter of nineteenth-century labor. In the appropriately (but I’m convinced utterly un-irionically) titled “Modern slavery: How bad is bonded labour,” a modern day Swift-sans-satire offers his readers a new modest proposal : why not re-legalize bonded labor?

The benefits, he says, are obvious: “[a] loyal workforce is more cost-effective” than one comprised of “floating and opportunistic workers who follow the bucks and switch frequently in pursuit of better pecuniary benefits and career progression.” Besides, the “economist” with “a PhD from Cambridge University” notes, Pakistan’s laws prohibiting slavery are ill-enforced; better instead and do away any prohibition, and replace it with a regime whereby owners – sorry, employers – are proded to take care of workers and their families “in terms of shelter and health.” Better for everyone! And certainly more profitable.

I snark, but these arguments should sound familiar to any student of proslavery rhetoric – although they were attacked as the utterly immoral statements they are by slaveholders in the past.

~

For some years now, the IHT has been owned by The New York Times. Founded as a conservative pro-business paper in 1851, just as the sectional conflict over legal chattel slavery was really starting to heat up in the United States, the NYT not infrequently weighed in on the subject of slavery, generally advocating a quiet and peaceful end to the institution, but with as little fuss and cost as possible. To that end, in the early 1850s the editors of the Times supported the introduction of a special kind of bonded labor into the United States: so-called “coolie” labor.

“Coolies” were workers from Asia (usually China or British India) who contracted to work eight-year stints in the Americas. They were hired most often to replace slave laborers on tropical plantations. (NB: the term “coolie,” now a highly derogatory racial slur, was seen by writers at the Times primarily as a legal category of workers from Asia – though that makes it no less a symbol of the virulent white supremacy that formed the foundation for the politics of the period). Asian laborers were needed on these plantations because slaves were becoming scarce, either as a result of legal emancipation (as in the British Caribbean) or indirectly as a result of the enforcement of transatlantic slave trade bans. This was in contrast to the American South, where slave populations were growing, and highly mobile. The editors at the Times promoted the traffic in Asian workers’ labor as a anti-slavery solution to slavery – which was conceived as as a problem of political economy, not morality. And they wielded that advocacy as a weapon in smaller political conflicts.

Responding in 1852 to Southern slaveholders’s agitation in 1852 agitate New York Times took up the subject from the perspective of economics, articulating what had become the conventional wisdom among Northerners on the topic. Noting that in Cuba the “experiment” in Chinese labor “has proved successful,” the Times wondered if Cuba’s labor system would not be “coveted by the Planter in the neighboring American States?” A few weeks later, the editors went further, suggesting that “the real malady of the South is defective labor, and the remedy the same as that now employed in Cuba – the introduction of the Chinese Coolies.” Should contracted Chinese coolie labor be successful, the Times editors thought, “the peculiar institution will at once give way to imitation; and so will end the great economical pestilence of the South.” The Times and its readers among the bourgeois elite indentured Chinese labor was a panacea for the economic and political ills of slavery, and, notably, a system that would benefit their style of investment and management handsomely.¹ (The Times was not alone in this admiration for “coolie” labor, of course).

~

The system was acceptable to the Times in 1850 and their foolish successor at the IHT because it is founded – in theory – in the sine qua non of the liberal market economy: the freedom and sanctity of contracts. In this case, that means the freedom of a worker to sign away control over their body for a limited amount of time. In practice, all evidence is on the side of the “freedom” here being no more than a myth, a viscious fantasy.

Ironically, in the United States, evidence of the evils of indentured (or “bonded”) Asian labor were brought to light by slaveholders. Fearing that “free” indentured Asian labor would cut into their profits and political power, slaveholders across the United States in the mid-1850s began using reports of forced contracts, cruel ship conditions, and on-plantation mistreatment to argue, loudly, that the system was too cruel and too exploitative to be allowed to continue. They were acting in their own interests, of course, and their counterargument that their slaves were better treated was clearly a lie; but they were quite successful in getting other parties in the U.S., including the NYT, to abandon the trade as a proposal (at least for a time). By 1859, the “coolie trade” was described by one popular commercial encyclopedia as a subsection of the slave trade:

This trade has sprung up since vigorous efforts have been made to suppress the slave-trade proper. Although theoretically the coolie trade promised benefits to both planters and coolie, yet practically it is only another form of the slave-trade.

~J. Smith Homans, ed., A Cyclopedia of Commerce and Commercial Navigation (Harper & Brothers, 1859), II:1728-9

This sentiment carried into the Civil War; in 1862, a fervent abolitionist named Thomas Dawes Eliot pushed a bill banning American participation in the trade of “Chinese cooleys” through Congress – but that’s another story, and its own set of (no less dark) problems.

~

To return to the main point: whatever you call it, bonded labor is bondage. It’s slavery. That was true in 1859, and it’s true now, whatever ahistorical argument a Cambridge Econ PhD makes.²But for a better approach to the problem of poverty and slavery in the contemporary world, one that’s actually historically informed, why don’t you take a look at what the Historians Against Slavery have been up to?

That should help rinse out some of the bitter taste, at least.

h/t @karpmj to for passing the IHT article along

1.) The Times was prolific on the topic for a time. See: “Orientals in America,” New York Times, 15 April 1852; “Cotton, Cane and the Coolies,” ibid., 3 May 1852; “Labor in Cuba,” ibid., 10 December 1852 for relevant examples.

2.) The headnote in the IHT, in attempting to frame the piece as a courageous anti-politically correct piece, really only demonstrates the author’s ignorance of historiography by claiming to be “following the academic tradition set by Robert William Fogel and Stanley L. Engerman in their fiercely debated book ‘Time on the Cross: The Economics of American Negro Slavery’ (1974).”

History and Historians, Our Glorious National Heritage, Uncategorized

Searching for Sustainable Sovereignty

June 17, 2009 daelnorwood

Or, The Axes of Ideology Don’t Just Split Hairs

Chopping

Sean Safford, one of the OrgHeads, has just put up a very astute post about movements in contemporary U.S. political ideology. Essentially, he thinks that the ideological axis in the U.S. has shifted away from an emphasis on “fairness” vs. “conservation” — CEO pay is far too high! 40 million are uninsured! v. the market works great! If it [institutions] ain’t broke don’t fix it!– to an emphasis on “sustainability.”

Here’s his description of the “sustainability” argument:

The argument goes something like this: We live in a highly interconnected society which operates within a series of interconnected systems. Resources (physical, material, social, and political) are not only scarce, they are extinguishable. The system is in place, not so much to keep social order, but to ensure the reproduction of the resources needed to reproduce society over time. Undermining any of the systems on which society depends threatens to have ripple effects on others. But importantly, the biggest threat to the system comes not from external threats, but from individuals acting in their own self interest in ways that could undermine the delicate balance on which interdependencies of the system depends. Government action is needed, not to ensure fairness, but in order to save us from ourselves.

Continue reading “Searching for Sustainable Sovereignty” →

The Past is a Foreign...Something

John Murray Forbes and the Coolie Colony on St. John’s River, Part II

April 26, 2009May 4, 2009 daelnorwood

Boiler

The Unbearable Ubiquity of Steamship Accidents

Last we left John Murray Forbes, China trader and nascent railroad baron extraordinaire, it was 1860 and he was all het up about a possible Federal ban on the coolie trade. In a letter to a Massachusetts Congressman, he argued that banning this trade — as opposed to regulating it — would play into the Slave Power’s hands. Banning the importation of cheap Chinese labor would eliminate a source of free labor in the South, and thus remove a threat to the antebellum plantation complex.

He supported this point with a host of ad hominem attacks on a former American consul, and, more interestingly, an anecdote about a Chinese colonization scheme he’d once supported, but had subsequently dropped on the advice of a planter friend. Forbes’s unnamed interlocutor had made it clear that planters’ “jealousy,” of “any scheme of labor outside of their ‘peculiar institution’ ” would make such any importation of free labor untenable in the South.(1)

Thus was Forbes’s plan to simultaneously “improve the condition of the Chinese, and show in our tropics the benefits of free labor,” strangled in its cradle.

But let’s step back a moment. Who was this planter friend? And what was their actual exchange? How well does Forbes’s story in 1860 match up to what the document’s tell us?

Let’s start at the beginning. Forbes’s planter-adviser was one James Hamilton Couper, or as it’s misspelled in JMF’s published letters, Cowper.(2)
Continue reading “John Murray Forbes and the Coolie Colony on St. John’s River, Part II” →

Now in Actual Work

Eureka! Er, sorta.

April 16, 2009 daelnorwood

I often begin these posts with some kind of appreciation of the serendipity of the archives; much of what’s appeared here are things I didn’t expect; or, more often, things that don’t fit into the project I’m working on as my main occupation, but that were just too interesting (for a given value of interesting) to forget completely. All well and good, I suppose.

But sometimes … sometimes you find what you’re looking for. Yesterday was one of those times. Continue reading “Eureka! Er, sorta.” →