The 2024–2026 state corporate-statute reform cycle.

SECTION 1 Why this page exists

Framing · 2024–2026 cycle · 2026-05-24

SMU CGI analytical framing: the 2024–2026 period is a significant reform cycle in U.S. state corporate law. Three states — Delaware, Nevada, and Texas — enacted reforms in the same window after the Tornetta v. Musk line of Court of Chancery decisions¹ and the June 13, 2024 Tesla Texas-reincorporation vote² made alternative domicile choices more salient relative to Delaware’s controller-conflict and books-and-records doctrine.

This page tracks what each state actually enacted, what the Delaware Supreme Court has now blessed under Article IV, § 10 of the Delaware Constitution, and how the federal layer at the SEC (Rule 14a-8 Nov. 17, 2025 Statement;³ beneficial-ownership reporting) interacts with each state regime. Texas reforms (SB 29, SB 1057, HB 40, TBOC ch. 6A) live in the V04 Texas Corporate Law vertical rather than here, and the cross-link below makes that explicit.

SECTION 2 Delaware — Senate Bill 21 (the controller-transaction safe harbor)

Enacted Mar. 25, 2025 · 85 Del. Laws ch. 6 · upheld Feb. 27, 2026

2.1  Enactment trail (primary sources only)

SB 21 was introduced as a Senate bill on February 17, 2025, substituted in lieu by Senate Substitute 1 on March 12, 2025, and signed by Governor Matt Meyer on March 25, 2025 — the enacted Substitute 1 amends 8 Del. C. § 144 and § 220.⁴ Both bill records remain available: the original SB 21 (141857) is preserved for provenance, while the enrolled Senate Substitute 1 (141930) is the operative text.⁵ The act required a two-thirds supermajority of each house under Del. Const. art. IX, § 1 because it amends the General Corporation Law; the Senate passed Substitute 1 unanimously, and the House cleared it 32-7.⁶

2.2  § 144(e)(2) — the three-prong controller definition

Before SB 21, “controlling stockholder” under Delaware law was a Court of Chancery doctrine, articulated case by case. SB 21 wrote the answer into the statute. Under 8 Del. C. § 144(e)(2), a person is a controlling stockholder if any one of three conditions holds: (i) they own or control a majority in voting power of the outstanding stock entitled to vote in the election of directors; (ii) they hold the contractual or other right to cause the election of nominees constituting a majority of the board; or (iii) they own at least one-third in voting power and exercise managerial authority functionally equivalent to (i) or (ii). The third prong is the operative one for founder-led, dual-class issuers.⁷ If the statutory conditions are satisfied, § 144(b) or § 144(c) precludes equitable relief or damages for the covered fiduciary-duty claim. The statute does not eliminate all equitable review: § 144(d)(6) preserves specified claims, including challenges to authorization or compliance, injunctive review of defensive devices, and aiding-and-abetting claims.⁸

2.3  The controller-conflict safe harbor

§ 144(b)–(d) divides controller transactions into two tracks. For an ordinary controller transaction (not a going-private deal), § 144(b)(1)–(2) provides that either committee approval (at least two disinterested directors, uncoerced approval after informed deliberation) or a majority of votes cast by disinterested stockholders (fully informed, uncoerced) suffices — statutory safe-harbor protection applies on either route. For a going-private transaction, § 144(c)(2) makes the test conjunctive: both committee approval (with independent financial and legal advisors of the committee’s own choosing) and a non-waivable majority of disinterested-stockholder votes cast are required for statutory safe-harbor protection.⁹ Figure 3 below renders the decision tree.

2.4  Retroactivity and the February 17, 2025 cutoff

SB 21 applies to acts taken or transactions entered into before, on, or after its enactment date, except that it does not apply to (i) civil actions commenced in a court of competent jurisdiction before February 17, 2025, or (ii) books-and-records demands made on or before that same date (with a one-year filing window for certain fiduciary-duty claims accrued before the cutoff).¹⁰ The February 17, 2025 cutoff is the bill’s introduction date, not the signing date — the legislature locked retroactivity at announcement to prevent docket-loading. The Rutledge court relied on this carve-out as the constitutional gate for SB 21’s retroactivity (§ 2.6).

2.5  § 220 books-and-records — the narrowing

Amended 8 Del. C. § 220 limits “books and records” to enumerated categories (charter, bylaws, board and committee minutes and resolutions of actions taken, written stockholder communications within the past three years, director and officer independence questionnaires, materials given to the board in connection with action taken, the stock ledger). The amended statute imposes statutory demand requirements: good faith, proper purpose, reasonable particularity, and a specific relation between the requested records and the purpose. Additional specific records require a compelling-need showing and clear-and-convincing evidence that the records are necessary and essential to the proper purpose — the codified standard operates in addition to the common-law “credible basis” pleading threshold articulated in Seinfeld v. Verizon Communications, Inc., 909 A.2d 117 (Del. 2006).¹¹ The amended statute also permits the corporation to impose reasonable confidentiality conditions. The practical effect is that broad non-enumerated electronic-record requests are constrained by the enumerated categories and the compelling-need showing; the expansive reading in KT4 Partners LLC v. Palantir Technologies Inc., 203 A.3d 738 (Del. 2019)¹² is now bounded by the enumerated categories.

2.6  The Delaware Supreme Court’s constitutional blessing — Rutledge v. Clearway Energy Group LLC

The Court of Chancery certified two questions to the Delaware Supreme Court: (i) whether SB 21 violated Article IV, § 10 by “freezing” the equitable jurisdiction of the Court of Chancery, and (ii) whether the retroactivity provisions violated due process and the Contracts Clause. The Delaware Supreme Court heard oral argument on November 5, 2025. In Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026) (Traynor, J., for a unanimous Court sitting en banc; Seitz, C.J., Valihura, LeGrow, and Griffiths, JJ., joining), the Court answered both questions in the negative.¹³ Article IV, § 10 vests equitable jurisdiction in Chancery but does not freeze the substantive scope of equity; the General Assembly retains the power to define the scope of fiduciary duties and the procedural pathways for testing them. The retroactivity provisions do not impair vested rights because (a) the February 17, 2025 cutoff preserves accrued claims, and (b) common-law fiduciary duties are not contractual obligations entitled to Contracts Clause protection.¹⁴ Governor Meyer issued a same-day statement.¹⁵

2.7  In re Tesla, Inc. Derivative Litigation — the reversal

In In re Tesla, Inc. Derivative Litigation, Nos. 534, 2024; 10, 2025; 11, 2025; & 12, 2025, 2025 WL 3689114 (Del. Dec. 19, 2025) (per curiam, en banc), the Delaware Supreme Court reversed the Court of Chancery’s order rescinding Elon Musk’s 2018 Tesla compensation plan and reversed the $345 million fee award.¹⁶ The disposition was affirmed in part, reversed in part. The Court took what it described as the narrower of three available paths: it held that rescission of the 2018 plan was an improper remedy, and otherwise avoided whether the 2018 plan was entirely fair to Tesla or had been effectively ratified by stockholders after the June 13, 2024 stockholder vote. The Court awarded plaintiff $1 in nominal damages and reduced the Court of Chancery’s $345 million fee award to approximately $54.5 million on a quantum-meruit basis (counsel’s lodestar of approximately $13.6 million multiplied by four), plus costs and post-judgment interest.¹⁷ The headline is an approximately 84% reduction in the fee award from $345M to approximately $54.5M.

SECTION 3 Nevada — Assembly Bill 239 (the controller-duty narrowing)

Signed and effective May 30, 2025 · 2025 Nev. Stat. ch. 142

3.1  Enactment trail

AB 239 was proposed by the Executive Committee of the Business Law Section of the State Bar of Nevada, introduced in the Assembly, passed the Senate 21-0 on May 21, 2025, and was signed by Governor Joe Lombardo and effective on signing, May 30, 2025 (2025 Nev. Stat. ch. 142).¹⁸ The NELIS bill record is at leg.state.nv.us · Bill/12259; AB 239 amends multiple sections of NRS Chapter 78, including § 78.046 (officer indemnification and jury-trial-waiver authority), § 78.138 (director-and-officer fiduciary-duty framework), and § 78.240(3) (controlling-stockholder duty).¹⁹

3.2  NRS § 78.240(3) — the statutory triad

Nevada has long been the “business-judgment-rule-on-steroids” state for directors and officers under NRS § 78.138. AB 239 extends that posture to controlling stockholders on the statutory face. To plead breach of controlling-stockholder duty under NRS § 78.240(3), a complaint must allege all three of: (a) undue influence exerted over a director or officer; (b) inducement of a breach of that director’s or officer’s § 78.138 duty; and (c) a material, nonspeculative, nonratable benefit obtained by the controller (not shared with stockholders generally).²⁰ Figure 2 below renders the inverted funnel. The narrowing is on the statutory face, not just in commentary.

3.3  Committee-approval presumption — broader than Delaware MFW

§ 78.240(3) attaches a presumption of no breach where a committee of disinterested directors has approved the transaction — without requiring the second leg (disinterested-stockholder vote) that Delaware’s Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) framework requires for full business-judgment cleansing.²¹ The Nevada presumption is therefore broader than Delaware MFW: cleansing attaches on committee approval alone. Commentary characterizes the practical effect as limiting judicial scrutiny of self-dealing transactions to the statutory criteria.

3.4  NRS § 78.046 (officer indemnification + jury-trial waiver) and § 78.138 (fiduciary standards)

§ 78.046 extends mandatory indemnification to officers (previously discretionary) and provides charter-or-bylaw authority requiring that internal corporate actions be tried before a judge rather than a jury.²² § 78.138 was amended to clarify that the statutory “fraud or intentional misconduct” pleading threshold applies to officers as well as directors and to confirm that good-faith reliance on board-approved information satisfies the duty-of-care prong.²³

SECTION 4 Texas — the 2025 package (cross-link to V04)

SB 29, SB 1057, HB 40 · TBOC ch. 21 · September 1, 2025

Texas’s parallel reform cycle — the TBOC rule-of-code overhaul (SB 29, effective May 14, 2025, codifying the controller framework and director protections); the opt-in shareholder-proposal threshold (SB 1057, TBOC § 21.373); the Business Court expansion (HB 40, effective September 1, 2025); the proxy-advisory-services regulation (TBOC ch. 6A, added by SB 2337); and the dual-axis § 21.552 derivative-standing threshold — is structurally part of the same 2025 reform cycle but is treated in the V04 Texas Corporate Law vertical alongside the broader TBOC legislative history. The architectural choice is deliberate: TBOC reforms belong with the TBOC, not as discrete statutory-reform events.

Practitioner commentary reports an early federal application of TBOC § 21.552’s derivative-standing screen in Gusinsky v. Reynolds, No. 3:25-cv-01816-K, 2026 WL 747179 (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (source URL pending verification — SMU CGI treats the holding as primary-source verified only when the underlying order or docket text is linked). As described in commentary, the order dismissing a 100-share Southwest Airlines derivative complaint for failure to meet TBOC § 21.552’s up-to-3%-of-outstanding-shares derivative-standing threshold (SB 29) — treating § 21.552 as a substantive state-law standing requirement that travels with the corporation’s internal affairs into federal court under Erie Railroad Co. v. Tompkins, 304 U.S. 64 (1938). The $1 million market-value or 3% voting-share disjunctive belongs to a separate statute — TBOC § 21.373 (SB 1057), an opt-in shareholder-proposal threshold for nationally listed corporations — and does not apply to derivative standing.²⁴ The V04 cross-link below has the full treatment.

SECTION 5 Federal layer — SEC Rule 14a-8 and 13D/G tracker

SEC rulemaking · 2024–2026

The federal layer is not a vague backdrop. It is four discrete items, each anchored to a verifiable primary source:

Federal item	Status	Primary source
Beneficial-ownership reporting (13D / 13G)	Final rule adopted Oct. 10, 2023; phased compliance through 2024. 13D shortened from 10 calendar days to 5 business days; 13G shortened to 45 calendar days after quarter-end (QIIs) or 5 business days after crossing 10% (passive).	SEC Release Nos. 33-11253; 34-98704 (final rule, PDF)
Rule 14a-8 process changes	Division of Corporation Finance Statement (Nov. 17, 2025) reverts to a stricter posture on the (i)(7) ordinary-business and (i)(5) economic-relevance exclusions; effectively rescinds the operating posture of Staff Legal Bulletin No. 14L (Nov. 3, 2021).	SEC Div. Corp. Fin. Statement (Nov. 17, 2025); 17 C.F.R. § 240.14a-8
Proxy-advisor regulation	Executive Order, Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors (Dec. 11, 2025); related Texas statute (TBOC ch. 6A) and ISS v. Paxton litigation treated in V08.	EO Dec. 11, 2025; cross-link to V08 Proxy Advisors
Exempt solicitations / PX14A6G objections	The institutional-shareholder objection mechanism (Form PX14A6G) continues to track post-Nov. 17 exclusions; companion treatment in V07 Shareholder Franchise.	EDGAR full-text PX14A6G search; 17 C.F.R. § 240.14a-6(g)

FIGURE 1 Three-state comparator

Provision area · DE · NV · TX

Figure 1

Delaware (DGCL post-SB 21) vs. Nevada (NRS post-AB 239) vs. Texas (TBOC post-SB 29 / SB 1057 / HB 40).

Read across rows by provision area. The Texas column shows where Texas departs from both Delaware (statute-forward framework rather than Delaware’s common-law entire-fairness architecture) and Nevada. TBOC § 21.552 caps the derivative-standing threshold at 3% of outstanding shares; the $1 million / 3% voting-share disjunctive lives separately in TBOC § 21.373 (shareholder proposals). All seven rows render at full primary-source pin-cite.

FIGURE 2 Nevada controller-duty funnel

NRS § 78.240(3) · the three-element pleading triad

Figure 2

From open-ended common-law fiduciary doctrine to a three-element statutory pleading triad.

Source: NRS § 78.240(3) as amended by AB 239 (signed May 30, 2025); cross-references NRS §§ 78.046, 78.138.

FIGURE 3 Delaware safe-harbor flowchart

DGCL § 144(b)–(d) · disjunctive for ordinary, conjunctive for going-private

Figure 3

Two tracks under 8 Del. C. § 144(b)–(d) — the test is disjunctive for ordinary deals, conjunctive for going-private.

Source: 8 Del. C. § 144, as amended by SB 21 (85 Del. Laws ch. 6, Mar. 25, 2025); upheld in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026).

FIGURE 4–5 2024–2026 reform-cycle timeline and venue map

Twelve anchor events · venue institutionalization

Figure 4

Twelve anchor events from Tornetta I through Gusinsky — twenty-six months of state-law repositioning.

Twenty-six months between Tornetta I (Jan. 30, 2024) and Gusinsky (Mar. 17, 2026). Six of the twelve events sit in Delaware; three in Texas; one in Nevada; one at the SEC; one is the cross-jurisdiction Tesla TX vote.

Figure 5

Institutional-venue map — specialized state courts plus the federal layer.

Source pages: Delaware Court of Chancery; Delaware Supreme Court; Nevada Business Court division (8th Judicial District); Texas Business Court; Fifteenth Court of Appeals.

FIGURE 6 Who is a controlling stockholder?

DGCL § 144(e)(2) · the three-prong definition

Figure 6

A person who satisfies any one of three independent tests — the third prong is the one that matters for founder-led firms.

Source: 8 Del. C. § 144, as amended by SB 21 (85 Del. Laws ch. 6, Mar. 25, 2025); upheld in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026).

SECTION 10 Across SMU CGI

Five cross-links · Related SMU CGI resources

V09 sits inside a broader SMU CGI research stack. The Texas reforms are treated in V04, not duplicated here; the franchise and proxy work is in V07; the proxy-advisor work is in V08. The Reincorporation Index tracks the firms moving under these statutes; the TBC Codex tracks Texas Business Court opinions applying them; the Hilltop Docket tracks new TBC filings as they land.