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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.