Delaware calls itself America’s corporate capital. New U.S. Courts-based data shows it is also America’s business-bankruptcy filing capital. Bankruptcy filings per 100,000 small businesses: • Delaware: 538.9 • Texas: 129.7 • Nevada: 103.2 • Florida: 72.1 • United States: 71.1 Delaware’s rate is more than 4X Texas’s and more than 7X the national rate.

NEW: DELAWARE’S CHANCERY COURT NOMINEE SAYS DEFERENCE TO CORPORATE LEADERS IS “AT THE HEART” OF THE STATE’S CORPORATE LAW. Kyle Lachmund, Gov. Matt Meyer’s nominee for vice chancellor, appeared before the Delaware Senate Tuesday and emphasized the business judgment rule ..the presumption that disinterested corporate leaders making informed, good-faith decisions should receive judicial deference. “That is the default in Delaware — we defer to disinterested directors and officers,” Lachmund told lawmakers. The Senate committee advanced his nomination. Full Senate confirmation is still required. The comments come as Delaware continues trying to navigate intense scrutiny from founders, boards and investors over the state’s corporate-law framework and a wave of companies considering other jurisdictions.

NEW: DELAWARE IS CONSIDERING A NEW LEGAL ENTITY THAT COULD BE RUN DAY-TO-DAY BY AN AI AGENT INSTEAD OF A HUMAN MANAGER. The proposed “Artificial Intelligence Company” would let an autonomous AI agent enter contracts, hold property, incur obligations and direct business operations through a Delaware legal entity. The plan would initially operate inside a 30-month regulatory sandbox. A human or corporate member would still have to capitalize the entity and maintain records, while regulators could suspend or dissolve it. Now legal scholars are raising a fundamental question: when an autonomous company causes harm, who is actually accountable? Delaware built its dominance by defining the rules for corporations. It is now considering whether to define the rules for companies whose decision-maker may not be human.

NEW: DELAWARE CHANCERY JUST DENIED SB21 SAFE-HARBOR PROTECTION IN ONE OF THE FIRST MAJOR RULINGS INTERPRETING THE STATE’S 2025 CORPORATE-LAW REWRITE. In the Whole Earth Brands case, Vice Chancellor Lori Will ruled that Delaware’s newly expanded Section 144 protections could not knock out the lawsuit at the pleading stage. The court found it reasonably conceivable that the board acted with gross negligence after a conflicted CEO leaked confidential information to his father’s company, then regained access to sale-process materials while that company pursued an acquisition. The ruling matters because SB21 was passed amid DExit specifically to give boards and controlling shareholders a more predictable path to protection from litigation. Delaware’s courts are now defining where that protection stops.

🚨 Delaware’s biggest corporate law firms have poured nearly $1 MILLION into a PAC backing lawmakers who supported SB21. Five major firms contributed $950,000 to First State Future, which has already spent more than $670,000 defending incumbents and attacking challengers. What stands out: the ads focus on housing, education and national politics while largely avoiding the corporate-law fight behind the spending. Spotlight Delaware reports the push followed calls for the state’s corporate lawyers to become more politically active in defending Delaware’s franchise. When the firms at the center of Delaware’s corporate ecosystem start spending this heavily on state politics, it’s worth paying attention. @Spotlight302

A judge in Delaware ruled that French President Emmanuel Macron and his wife, Brigitte, could continue their defamation lawsuit against the companies of right-wing podcaster Candace Owens, but not against Owens herself