Delaware Strengthens Its Corporate Law Advantage: What Bankers Need to Know About Senate Bill 21
Spring 2025
Publication
On March 25, 2025, Delaware Governor Matt Meyer signed Delaware Senate Bill 21 into law, marking a significant moment in the evolution of American corporate law. This bipartisan legislation amends the Delaware General Corporation Law (DGCL) in response to concerns expressed by Delaware corporations, law firms, and others corporate stakeholders about providing greater clarity and predictability in Delaware corporate law. For banking and financial services professionals, these amendments create important new opportunities for advising corporate clients and structuring transactions with enhanced legal certainty.
Delaware has long maintained its position as the corporate capital of America, with more than two-thirds of Fortune 500 companies incorporated in the state and approximately 81% of domestic IPOs being Delaware corporations. This dominance has created a robust ecosystem that benefits the financial services industry through predictable legal outcomes, specialized judicial expertise, an experienced and highly modernized secretary of state, and responsive legislative updates. However, developments over the last several years tested Delaware’s supremacy, making Senate Bill 21’s swift passage a critical response to preserve Delaware’s corporate law dominance while maintaining the fundamental qualities that have made it the jurisdiction of choice for sophisticated business transactions.