Bloomberg Law Courts Out of Money & Delaware Law Challenged
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Nov 5, 2025 Eric Talley, a corporate governance expert from Columbia Law School, discusses the Delaware Supreme Court's review of a controversial law linking to Elon Musk's pay package. He offers insights on the law's implications for corporate oversight and potential constitutionality issues. Meanwhile, Bloomberg Law reporter Suzanne Monyak sheds light on the federal judiciary's funding crisis, detailing operational disruptions caused by the shutdown and how it affects criminal defense. The conversation explores legal challenges and the implications for court operations.
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Delaware Law Shifted Toward Controllers
- SB 21 swiftly raised the bar for shareholder challenges and tightened access to corporate books and records.
- The reforms tilt Delaware law toward controllers and defendants, narrowing judicial scrutiny of conflicted transactions.
Two Constitutional Challenges To SB 21
- Plaintiffs argue SB 21 is unconstitutional for retroactive application and for limiting the Chancery Court's equitable powers.
- The retroactivity and jurisdiction limits are framed as violations of the Delaware Constitution.
Unusual Fast-Track Lawmaking Sparked Quick Review
- Delaware fast-tracked SB 21 outside its usual expert council, prompting rapid passage and immediate litigation.
- The Chancery Court certified constitutional questions to the Delaware Supreme Court for expedited resolution.