Delaware’s legislature and Governor acted with dispatch to pass a law with a number of changes the most notable changes are intended to reduce litigation targeting directors, officers, and controlling stockholders. The most notable changes are: raising the bar for deeming a stockholder to be a “controlling stockholder; easing the standard for shielding controlling stockholder transactions; narrowing the ability to make Books-and-records demands. One of the major criticisms of existing case law is the scope creep in the definition of who is a controlling stockholder. The new law effectively introduces a floor of one-third ownership in order to be deemed to be a controlling stockholder.
