During 2025, Delaware corporate law experienced significant reevaluation by many stakeholders. Now that the Delaware Supreme Court has addressed the bulk of closely watched appellate issues arising over the past year and the market has begun adapting to the reframed statutory and common law rules, we reflect and take stock. This GT Update provides observations on 2025 and outlook for 2026, including views on the state of Delaware corporate law relative to its preeminent role; key practice points and developments regarding the significant amendments to the Delaware General Corporation Law (DGCL) in 2024 and 2025; and industry-specific comments from a Delaware corporate law perspective.
State of Delaware Corporate Law
Through the recent reevaluation and developments, Delaware continues its tradition over more than a century as the globally preferred corporate domicile and leader for entity law, internal affairs, and corporate fiduciary duties while seeking to balance long-term stability and short-term flexibility. Initial evidence from the market and experiences in practice suggest that these developments are ushering in a new era of corporate law and that Delaware judicial, legislative, and executive functions remain at the forefront of corporate and entity law in this era. The potential for further important developments from Delaware and other jurisdictions and stakeholders also remains on the radar of many in the corporate law arena. We are watching updates from government actors, such as the policymakers in Delaware, other states, and the U.S. Securities and Exchange Commission (SEC), as well as private stakeholders, such as private companies backed by prominent venture capital investors and widely held publicly listed companies.
DEntry (fka DExit). The flow of companies considering corporate domicile appears to be moving into Delaware, reflecting the market’s continued confidence in the Delaware corporate law framework of
judicial, legislative, executive, and bar functions. This phenomenon has been referred to as “DEntry” in contrast to the former moniker of “DExit.”1 In light of the competition and criticism facing Delaware
during 2025, this data is objective evidence that Delaware remains the overwhelming market choice and standard for corporate domicile.
Delaware Courts Managing Dockets of Historic Proportions. The Delaware Supreme Court has addressed appeals in contentious cases that have drawn historic levels of attention. The Court’s resolutions over the past several months of appeals, including upholding the constitutionality of the landmark 2025 DGCL amendments, has been done with a measured tone and analytical approach. At the same time, the Delaware Court of Chancery and Complex Commercial Litigation Division of the Delaware Superior Court (CCLD) are triaging record numbers of civil actions and maintaining prodigious output of decisions. The Delaware courts, and the recognition of the need for expert dispute resolution and context-specific statutory interpretation, remain a key factor in the value proposition of Delaware-based corporate domicile.2
Legislative Process Maintaining the DGCL. In two sets of amendments to the DGCL during 2025, the Delaware legislative process demonstrated agility to address an emergent issue, followed by ministerial efforts to update the law incrementally. The first amendments, regarding Sections 144 and 220 of the DGCL, represented steps to crystalize standards applicable to the framework for Delaware litigation, which were important to corporate transaction planning and recordkeeping and had been subject to significant judicial interpretation during a period of exceptionally dense and protracted litigation. The legislative process related to these statutory safe harbors and stockholder inspection rights moved quickly in response to a perception of advancing concerns from the market. And those DGCL amendments both codify and circumscribe case law under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), and Section 220, which had developed in Delaware under the auspices of notable corporate law jurists, including multiple chief justices and justices of the Supreme Court and chancellors and vice chancellors of the Court of Chancery. The proposed 2026 DGCL amendments return to a restrained but agile touch from the bar and elected members of the legislative process.
Key Practice Points and Developments Regarding 2024 and 2025 DGCL Amendments The DGCL
was amended in significant ways in 2024 and 2025, including provisions that keyed off of certain practices and perspectives but contained relatively novel statutory language. In practice, the market appears to have begun taking incremental steps to adapt to these changes, while watching the courts for interpretive guidance. Among the first aspects of these amendments to receive judicial consideration are the revised standards for stockholders to inspect corporate books and records under Section 220 of the DGCL. The initial word out of the Court of Chancery suggests that those standards have reduced judicial discretion to order broad inspections but have not marked a sea change in the fundamental ability in all scenarios of stockholders to access records pertaining to a proper purpose. In practice, corporations seem to understand the increased incentives for maintaining core corporate records, while stockholders must take a methodical approach to honing such demands. The CCLD has confirmed that discretion to alter documents approved “substantially in the form” of the final version remains subject to meaningful bounds, which may provide guidance regarding a phrase that also appears in the provisions of Section 147 of the DGCL that were adopted in 2024. Delaware courts have not yet addressed safe harbor provisions under Section 144 on the merits of a case, but practitioners and litigants have started dealing with the safe harbors and, given the recent confirmation of the constitutionality of amended Section 144, we expect preliminary judicial guidance will take shape in 2026 and will be closely monitored and scrutinized. Likewise, the market is keeping an eye out for guidance regarding the expanded powers regarding judicial forum and arbitration under Section 115 of the DGCL, though actions by the SEC relaxing policies against arbitration may bring pressure to bear on such practices and governance provisions.
Capital Markets and Public Company Governance
The SEC has recently relaxed its position on several governance-adjacent issues that are relevant to publicly listed companies, though the ability to take full advantage remains dependent on issues under Delaware (or other states’) law. For instance, exclusion of stockholder precatory proposals and use of stockholder auto- voting programs must enhance compliance with applicable provisions of the DGCL. Delaware courts have also continued to address the application of officers’ oversight obligations arising from fiduciary duties under the Caremark case law, raising questions about liability for sexual misconduct. The rumblings that the market for initial public offerings (IPOs) is opening up may give rise to the typically applicable Delaware law issues.
Private Equity and Private Company M&A
From an M&A perspective, 2025 Delaware case law provided useful guidance. The use of letters of transmittal containing releases, indemnities, and other obligations in connection with a merger—a topic that received attention following Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc., C.A. No. 9405-VCP (Del. Ch. 2014)—received some support when those letters are built into the terms and conditions of the merger agreement. That decision is notable to buyers, as is guidance regarding use of seller-side anti-reliance in earnout and stock deals, where sellers have greater reason to rely on the buyer’s representations and post-closing performance than in a cash deal. The courts have also explained the importance of drafting and implementing earnout and related operating and efforts terms with an eye toward the particulars of the company and business. In the wake of litigation between sponsors, we are also looking out for further disputes arising from the shuffling of portfolio companies among private equity owners, especially if the IPO
pipeline does not create an exit option for those investments.
Venture Capital and Private CompanyGovernance
Venture capital-backed companies and their investors in 2025 continued to engage in litigation over complex questions of Delaware law, including disputes over established National Venture Capital Association model terms. Case law over the past year has addressed the required disclosure of material information in consent solicitations, the compounding interplay of investment terms such as preemptive and tag-along rights, and the required approvals for amendments and
waivers that have different and adverse impacts on certain investors. Private and VC-backed companies appear to be engaging in more live stockholder meetings, and that leads to unexpected procedural concerns for companies operating without prescriptive voting arrangements or the overlay from securities laws and exchange rules. This may continue into 2026 in connection with the market for secondary transactions and financings introducing new key investors.
Bankruptcy, Insolvency, and Distressed Situations
The Delaware legislature has proposed amendments to the assignment for the benefit of creditors (ABC) statute. The proposed ABC statute modernizes Delaware’s current, dated version and would more closely track model ABC provisions as adopted by other states. The ABC process has received increased attention and usage over the past decade, and these updates are intended to facilitate a smoother and clearer process.
1 Andrew Verstein, An Update on DExit, from the Corporate Census, Harvard Law School Forum on
Corporate Governance (Jan. 15, 2026) (“Despite fears that Delaware’s recent judicial and legislative
turmoil would trigger a corporate ‘DExit,’ new formation data show the opposite: Delaware experienced a
sharp increase in corporate incorporations in 2025, both absolutely and relative to other states.”).
2 The Chancery Daily (Jan. 27, 2026) reporting:
The Texas Business Court issued 55 written decisions this year (TCD covered all of them, along
with one additional relevant appellate court decision). Of those decisions, by TCD’s estimate, 43
involved questions of jurisdiction and 25 resulted in the TBC concluding that it did not have
jurisdiction.
In 2025, by contrast, the Court of Chancery issued over 330 written opinions and over 500
additional substantive written orders, the latter of which TCD covered in its new Verbatim
section. In addition, Delaware Chancery jurists issued more than 450 transcript rulings over the
course of the year.
The Texas Business Court is composed of ten constitutional judges, serving two-year terms, and
permits jury trials in complex commercial disputes. The Court of Chancery has seven
constitutional judges serving 12-year terms and seven Magistrates in Chancery, and also has
constitutional counterparts in the six members of the Superior Court’s Complex Commercial
Litigation Division.
Last year, the Court of Chancery broke the annual record yet again for most new cases in a
calendar year with over 1,500 civil actions filed. Compare to the TBC’s 185 cases filed between
September 1, 2024 and August 31, 2025.
