Delaware Statutory Amendments Provide 'Safe Harbors' For Interested Director, Officer, Controlling Stockholder, and Control Group Transactions

On March 25, 2025, Delaware’s governor, Matt Meyer, signed Senate Substitute 1 to Senate Bill 21, enacting significant changes to the Delaware General Corporation Law (the DGCL).¹ The newly-enacted legislation, among other things, provides various safe harbors for acts or transactions involving potential or actual conflicts of interest of directors, officers, controlling stockholders, or members of a control group. Before the amendments, Section 144 did not offer a safe harbor for acts or transactions in which controlling stockholders or members of a control group had potential or actual conflicts of interest, and these conflicts of interest were governed by common law principles that Delaware courts developed over decades.