Debevoise & Plimpton Special Committee Report Issue 11
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Key Takeaways:
- This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the second half of 2025 that used special committees to manage conflicts and reviews key Delaware judicial decisions during that same period ruling on issues affecting special committees.
- The Delaware Supreme Court has upheld the constitutionality of Senate Bill 21 (S.B. 21), which was enacted to provide greater predictability in conflict-of-interest transactions by codifying safe harbors under § 144 of the Delaware General Corporation Law and to narrow and clarify the scope of books-and-records demands under § 220. With the constitutional validity of amended § 144 now settled, this issue of the Report focuses on how courts have been applying pre-S.B. 21 doctrine in the interim and how those analyses are likely to evolve as the amended statutory framework is directly tested.
- This issue of the Report also examines the voting asymmetry between controller-led going-private transactions (majority of disinterested votes cast) and non-controller-led going-private transactions governed by Revlon and Corwin (majority of outstanding disinterested shares), and how that denominator difference may influence deal structuring and judicial scrutiny going forward.