The Oklahoma Bar Journal April 2026

T HE DELAWARE GENERAL CORPORATION LAW (DGCL) allows immense freedom for a business to adopt the most appropriate terms for the organization, finance and governance of its enterprise. 1 To keep it current and maintain its national preeminence, 2 in 2025, the Delaware Legislature enacted two significant amendments to the DGCL: Senate Bill 21 and Senate Bill 95.

detail the context of each revised section.

Although there have not been corresponding updates in Oklahoma, Delaware’s devel opments merit close attention due to their direct impact on Oklahoma corporations incor porated in Delaware. Even for entities not incorporated there, Delaware law remains influential, as the Oklahoma Supreme Court has acknowledged the similarities between the two jurisdictions and frequently cites Delaware deci sions as persuasive authority in the absence of binding precedent. 3 Notably, certain provisions of Senate Bill 21 are currently under review by the Delaware Supreme Court, a topic this article examines in detail later. 4 The court’s interpretation could significantly influence how the law is applied going forward. This article will examine the recent updates and independently

by an independent and disin terested “separation committee” and a majority of uncoerced, fully informed and unaffiliated stockholders. 8 On appeal, stock holders challenged the Court of Chancery’s rulings with respect to whether the special committee was independent and whether the stockholder vote was fully informed. 9 The defendants argued on appeal that the Court of Chancery properly applied the MFW framework. 10 Defendants argued, in the alternative, that because the case did not involve a freeze-out transaction, the use of either an independent commit tee or minority vote procedural devices was sufficient to invoke business judgment review. 11 The Supreme Court of Delaware found the Court of Chancery had improperly applied the business

SENATE BILL 21 First, Senate Bill 21 (SB 21) was passed by the Delaware Legislature in March 2025 and signed into law by Gov. Matt Meyer on March 25, 2025. The legislation was a direct and hurried response to recent Delaware court rulings, including the Delaware Supreme Court’s 2024 decision in In re Match Group Inc. Derivative Litigation . 5 In Match Group , minority stockholders challenged a series of transactions by which a con trolling stockholder effectuated a reverse spinoff. 6 The Court of Chancery applied the business judgment rule, finding that the defendants satisfied the Kahn v. M&F Worldwide Corp. ( MFW ) framework 7 through approval

Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.

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THE OKLAHOMA BAR JOURNAL