Delaware General Assembly

Defeated 3/25/25

SS 1 for SB 21

3/25/25

Wilson-Anton

This Amendment amends SS1 to SB21 by excluding from the safe harbor rules of § 144(a) "an act or transaction that involves a sale, breakup, or change in control of the corporation or that otherwise gives rise to appraisal rights under § 262 of this title." This is intended to conform the statute with Kahn v. Stern, 183 A.3d 715 (Del. 2018) and the line of Delaware case law that follows Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) and Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015), to apply enhanced scrutiny review to such transactions unless approved by a fully informed vote of disinterested stockholders. This amendment is intended to preserve the ability of transaction planners to obtain common-law cleansing under Corwin. This Amendment further amends SS1 to SB21 to define an additional category of transaction, called an "extraordinary transaction" under § 144(e) that requires the use of dual cleansing devices to avoid fairness review by the Court. It further amends SS1 to SB21 by amending the definition of "going private transaction" to include any other transaction wherein minority stockholders lose control of their shares.

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