Vertical 08 · Research
Active build · May 2026v1.5 · as of 2026-06-02
Delaware SB 21 rewrote DGCL § 144 and § 220; Nevada AB 239 narrowed NRS § 78.240(3). In Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), the Delaware Supreme Court (en banc, unanimous) answered the Court of Chancery’s certified questions concerning SB 21’s safe-harbor and retroactivity provisions and held that the challenged SB 21 provisions did not violate Article IV, § 10 or Article I, § 9 of the Delaware Constitution (state due-process / vested-rights). The federal layer (SEC Rule 14a-8, beneficial-ownership reporting) interacts with each state regime. Texas reforms live in the V02 Texas Corporate Law vertical.
HEADLINE FINDING · AS OF May 27, 2026
Between March 2025 and February 2026, Delaware SB 21, Nevada AB 239, and the 2025 Texas package each amended core corporate-governance statutes during the same reform window. Delaware rewrote DGCL safe-harbor and books-and-records rules; Nevada narrowed controlling-stockholder duty; Texas added statutory rules for director-and-officer presumptions, derivative standing, and forum/jury-waiver authority — and the Delaware Supreme Court has answered SB 21’s certified constitutional questions in the negative, en banc and unanimously, in Rutledge.
Primary sources: Delaware SB 21 enrolled SS 1 (85 Del. Laws ch. 6); Nevada AB 239 (2025 Nev. Stat. ch. 142); Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026) (en banc, unanimous).
Subpages
Each entry opens a dedicated subpage in this vertical. Titles and summaries below are taken from the subpages themselves.
Texas
Enacted session law
Texas Senate Bill 29 (2025)
Codified business-judgment rule (§ 21.419), Texas exclusive forum (§ 2.115) and jury-trial waiver (§ 2.116), pre-transaction independence (§ 21.4161), post-demand evidentiary hearing (§ 21.554), and the § 21.552(a)(3) derivative-standing threshold with the SMU CGI dual-axis canonical formulation.
Texas
Enacted session law
Texas Senate Bill 1057 (2025) · TBOC § 21.373
Disjunctive $1M-or-3% framing, opt-in mechanics, and the federal-state interaction with Rule 14a-8(i)(1).
Texas
Enacted session law
Texas House Bill 40 (2025)
Four-prong amendment lowering the amount-in-controversy threshold $10M→$5M, permitting aggregation of joined-party claims, removing the sunset provision for six unfunded divisions, and broadening jurisdictional scope.
Delaware
Enacted session law
Delaware Senate Bill 21 (2025)
Statutory safe harbors for controller-conflict transactions under DGCL § 144, books-and-records reform under DGCL § 220, controlling-stockholder and control-group definitions, and the relationship to MFW.
Nevada
Enacted session law
Nevada Assembly Bill 239 (2025)
Jury-trial-waiver authority under NRS § 78.046, amended director-and-officer fiduciary-duty framework under NRS § 78.138, and codified controlling-stockholder definition with a narrow statutory duty and safe-harbor presumption.
Sections
Each entry opens one chapter of this vertical on its own page. Titles and datelines below are the chapters' own.
01
SECTION 1
Framing · 2024–2026 cycle · 2026-05-24
SMU CGI analytical framing: the 2024–2026 period spans a state corporate-law reform cycle across Delaware, Nevada, and Texas. Three states — Delaware, Nevada, and Texas — enacted reforms in the same window after the Tornetta v. Musk line…
02
SECTION 2
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…
03
SECTION 3
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…
04
SECTION 4
SB 29 (eff. May 14, 2025) · SB 1057, HB 40 (eff. September 1, 2025) · TBOC ch. 21
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…
05
SECTION 5
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…
06
FIGURE 1
Provision area · DE · NV · TX
Figure 1 Three-state comparator: what each state’s regime actually requires. Delaware (DGCL post-SB 21) vs. Nevada (NRS post-AB 239) vs. Texas (TBOC post-SB 29 / SB 1057 / HB 40). Provision area Delaware (DGCL post-SB 21) Nevada (NRS…
07
FIGURE 2
NRS § 78.240(3) · the three-element pleading triad
Figure 2 Nevada AB 239 narrows the controller duty under NRS § 78.240(3). From open-ended common-law fiduciary doctrine to a three-element statutory pleading triad. OLD — COMMON-LAW CONTROLLER DUTY Open-ended fiduciary doctrine…
08
FIGURE 3
DGCL § 144(b)–(d) · disjunctive for ordinary, conjunctive for going-private
Figure 3 DE SB 21 controller-conflict safe harbor. Two tracks under 8 Del. C. § 144(b)–(d) — the test is disjunctive for ordinary deals, conjunctive for going-private. Controller transaction § 144(b): controller has a material financial…
09
FIGURE 4–5
Twelve anchor events · venue institutionalization
Figure 4 The 2024–2026 statutory-reform cycle. Twelve anchor events from Tornetta I through Gusinsky — twenty-six months (Jan. 2024 through Mar. 2026) of state-law repositioning. Jan 30 2024 Tornetta I Chancery rescinds 2018 plan Jun 13…
10
FIGURE 6
DGCL § 144(e)(2) · the three-prong definition
Figure 6 Who is a ‘controlling stockholder’ under DGCL § 144(e)(2)? A person who satisfies any one of three independent tests — the third prong is the one that matters for founder-led firms. Controlling stockholder — 8 Del. C. § 144(e)(2)…
11
SECTION 6
Five cross-links · Related SMU CGI resources
V08 sits inside a broader SMU CGI research stack. The Texas reforms are treated in V02, not duplicated here; the franchise and proxy work is in V07; the proxy-advisor work is in V06. The Reincorporation Index tracks the firms moving under…
12
Statutory Reform
Bluebook 21st edition. Every footnote target is a primary source — statute, enrolled bill,…
Sources · primary authorities Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024), opinion at courts.delaware.gov, id=359340 [Tornetta I]; subsequent post-trial opinion on rescission and fee award (Del. Ch. Dec. 2, 2024)…
Source discipline
A statute proves the legal text. An enrolled bill proves what the legislature enacted. A court opinion proves what a court decided. A practitioner alert is commentary and never the primary cite for a statute or case. Every body-text claim on V08 attaches to a state legislative portal, a state code, an enrolled bill, a court opinion, an SEC release, or an EDGAR filing. Law-firm memoranda (WLRK, Gibson Dunn, Skadden, Sidley, Davis Polk, Jones Day, Cleary, Reed Smith, Cadwalader, Mayer Brown, Wilmer, RLF, BHFS, Fenwick, McDonald Carano, Hunton, Debevoise) appear only as commentary, never as URL targets for statutes, cases, agency rules, or court orders.
METHOD · STANDING RULES
This page treats only enacted statutes, court opinions, and SEC releases as primary authority. Practitioner alerts appear in commentary, never as URL targets for statutes or cases.
Delaware legis.delaware.gov and delcode.delaware.gov; Nevada leg.state.nv.us; Texas Legislature Online capitol.texas.gov and statutes.capitol.texas.gov; SEC releases on sec.gov.
Every statute carries its enrolled-bill citation, governor-signature date, and codification reference. SB 21 retroactivity is gated at Feb. 17, 2025 (introduction, not signing).
Rutledge answered SB 21’s Article IV, § 10 and Article I, § 9 challenges en banc and unanimously. We distinguish a doctrinal upholding from a remand and do not collapse the two.
Statutes, regulations, cases, and law-review articles follow Bluebook 21st-edition form on every footnote, with the primary-source URL appended.