Sidley Discusses Delaware Supreme Court Decision Upholding Section 144 Safe Harbor Amendments

The Delaware Supreme Court has upheld the constitutionality of significant amendments to Section 144 of the Delaware General Corporation Law enacted through Senate Bill 21. The decision confirms that corporations and their advisers may rely on the statute’s new safe harbor frameworks when structuring transactions involving interested fiduciaries. This article examines the court’s reasoning, including its treatment of the Court of Chancery’s equitable jurisdiction and the statute’s retroactive application. It also highlights key implications for boards and dealmakers navigating interested-fiduciary transactions under Delaware law.