Rep. Josue Ortega

Section 1 of this Act amends § 144 of Title 8 to provide safe harbor procedures for acts or transactions in which one or more directors or officers as well as controlling stockholders and members of control groups have interests or relationships that might render them interested or not independent with respect to the act or transaction. Under revised § 144(a), certain acts or transactions involving such directors or officers will be protected if approved or recommended by a majority of the disinterested directors, either serving on a board of directors or a committee of the board of directors, or approved or ratified by a majority of the votes cast by the disinterested stockholders entitled to vote thereon, in each case upon disclosure or in full knowledge of the material facts giving rise to the conflict or potential conflict. If a majority of the directors are not disinterested directors with respect to the act or transaction, any such disinterested director approval or recommendation must be provided through a disinterested director committee. In addition, the amendments define what parties constitute a controlling stockholder or control group and provide safe harbor procedures that can be followed to insulate from challenge specified acts or transactions from which a controlling stockholder or control group receives a unique benefit. Under new § 144(b), a controlling stockholder transaction that does not constitute a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee, or is conditioned on the approval or ratification by disinterested stockholders and is approved or ratified by a majority of the votes cast by the disinterested stockholders. Under new § 144(c), a controlling stockholder transaction that constitutes a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a majority of the disinterested directors then serving on the committee and is conditioned on the approval of or ratification by disinterested stockholders and is approved or ratified by a vote of a majority of the votes cast by the disinterested stockholders. With respect to any approval or recommendation by a committee, the safe harbor only applies if the act or transaction or controlling stockholder transaction, as applicable, was approved by a committee consisting of at least 2 directors, all of whom, in the first instance, have been determined by the board of directors to be disinterested directors. Revised § 144 provides that any approval or recommendation, as applicable, of disinterested directors or a disinterested director committee must be made in good faith and without gross negligence, making clear that the statute does not displace the common law requirements regarding core fiduciary conduct as contemplated by cases such as Flood v. Synutra International, Inc., 195 A.3d 754 (Del. 2018), and In re MFW Shareholders Litigation, 67 A.3d 496 (Del. Ch. 2013), aff'd sub nom., Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del.2014). Revised § 144 does not limit the right of any person to seek relief on the grounds that a stockholder or other person aided and abetted a breach of fiduciary duty by one or more directors. Consistent with existing case law, the stockholder or other person must have knowingly participated in a breach of fiduciary duty to establish an aiding and abetting claim. In re Mindbody, Inc., 2024 WL 4926910 (Del. Dec. 2, 2024). The amendments to § 144 also set forth criteria for determining the independence and disinterestedness of directors and stockholders. The amendments provide that controlling stockholders and control groups, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care. Section 144 is intended to provide a comprehensive liability exculpation scheme with respect to the fiduciary duties owed by stockholders and with respect to when the safe harbors in § 144(b) and (c) apply. Section 144 does not provide for the elimination of liability or safe harbors for stockholders who are not controlling stockholders or part of a control group because those stockholders do not owe fiduciary duties to the corporation or other stockholders. The amendments do not displace any safe harbor procedures or other protections available at common law, including processes and procedures that comply with the pre-amendment common law but do not conform to the § 144 safe harbors. The references in § 144 to an act or transaction being “fair as to the corporation and the corporation’s stockholders”, which would apply if the applicable disinterested director and disinterested stockholder safe harbors are not used, is intended to be consistent with the entire fairness doctrine developed in the common law. Section 2 of this Act amends § 220 of Title 8 to define the materials that a stockholder may demand to inspect pursuant to a request for books and records of the corporation. The amendments also set forth certain conditions that a stockholder must satisfy in order to make an inspection of books and records. The amendments make clear that information from books and records obtained by a stockholder from a production under § 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records. New § 220(b)(4) preserves whatever independent rights of inspection exist under the referenced sources and does not create any rights, either expressly or by implication. New § 220(f) provides that if the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. New § 220(g) provides that a stockholder may obtain additional specific records if the stockholder has made a showing of a compelling need to further a proper purpose for the inspection and has demonstrated by clear and convincing evidence that such specific records are necessary and essential to further such purpose. Section 3 of this Act provides that Sections 1 and 2 of this Act take effect on the enactment of this Act and apply to all acts and transactions, whether occurring before, on, or after the enactment date of this Act, except that Sections 1 and 2 of this Act do not apply to or affect any action or proceeding commenced in a court of competent jurisdiction that is completed or pending, or any demand to inspect books and records made, on or before February 17, 2025. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.

This Act is the second leg of a constitutional amendment to make technical corrections to the Delaware Constitution. The first leg of this constitutional amendment was House Bill No. 430 of the 152nd General Assembly, published in Chapter 281 of Volume 84 of the Laws of Delaware. On passage of this second leg by this General Assembly, this amendment will become part of the Delaware Constitution. First, this Act makes the language of the Delaware Constitution gender silent. Senate Bill No. 97 (152nd General Assembly), enacted as Chapter 42 of Volume 84 of the Laws of Delaware, directed the Code Revisors to use gender silent techniques to ensure masculine or feminine pronouns are not used in Delaware Code unless the usage requires otherwise. Thus, instead of drafting a law to say, “The Governor may appoint an individual if he or she deems him or her qualified”, following gender silent techniques the law would say, “The Governor may appoint an individual if the Governor deems the individual qualified.” This technique has the added benefit of providing clarity as many times use of multiple masculine or feminine pronouns can result in confusion as to which noun the pronouns refer. This Act would apply this same drafting technique to the Delaware Constitution. This action is consistent with the General Assembly’s amendment of the Constitution in 1999 following the adoption of a law directing the Code Revisors to gender neutralize or otherwise ensure that a solely masculine or feminine designation never occurs unless it could only apply to one gender. Second, this Act makes additional technical corrections identified by the General Assembly's Division of Legislative Services. Specifically, these technical corrections include the following: (1) Officially authorizing the headings for each Section of the Delaware Constitution as the headings are contained in the “Constitution of the State of Delaware, Adopted 1897, As Amended”, as published by the Delaware Code Revisors in the Delaware Code. The headings for each Section of the Delaware Constitution are not original to the Constitution adopted in 1897. These headings were added during the 1953 revision to the Delaware Code. Since then, publication of the Constitution has included headings for each Section of the Delaware Constitution in the version of the Delaware Constitution that has been published in the Delaware Code. Almost immediately after the 1953 revision to the Delaware Code, the General Assembly began enacting new constitutional amendments with headings and amending existing Sections of the Delaware Constitution using the headings provided or making amendments to the headings provided. However, these headings were not officially authorized by the General Assembly. Consistent with § 306 of Title 1 of the Delaware Code, the intent of authorizing all headings in the Delaware Constitution is for the purpose of convenient reference, not as an interpretive tool for the courts. (2) Based on the adoption of headings for each Section of the Delaware Constitution, removing existing Section numbers and relying instead on the adopted headings. (3) Consistently using the series (Oxford) comma. (4) Implementing a consistent hierarchy scheme and naming, consistent with the Delaware Code. (5) Implementing a consistent scheme for naming, capitalization, and citing of references to provisions of the Delaware Constitution. (6) Implementing a consistent scheme for numbers used for time, dates, and money by using the numerical form of the number only. (7) Capitalizing consistent with standard capitalization rules. (8) Replacing references to “this amended Article IV of this Constitution” with “this Article”. (9) Replacing references to “this amended Article IV of this Constitution becomes effective” with “May 14, 1951”, which is the date the referenced amendments took effect. (10) Removing usages of “but not limited to”. (11) Removing from § 8 of Article IV a definition providing that “Supreme Court”, as used in § 4 of Article V, means the Superior Court and replacing “Supreme Court” in § 4 of Article V with “Superior Court” for clarity. (12) Removing § 11(c) of Article VIII from the Constitution. This provision was not intended to be included in the Constitution as it was drafted as a separate bill section of the bill that proposed and concurred in the constitutional amendment creating § 11(a) and (b). It was intended to apply only to taxes or licenses fees authorized by the General Assembly but not yet effective and so not intended to be included in the Constitution. (13) Inserting the effective date of the constitutional amendment that enacted § 12 of Article VIII for clarity. (14) Correcting misspellings and misused words. (15) Making corrections to Section headings. (16) Making technical changes to § 4A of Article V, including to remove an “either” that is inappropriately used in a list of more than 2 items. (17) Removing the hyphen in “Lieutenant Governor” and “Attorney General”. (18) Changing references to “the State” to “this State”. (19) Removing usages of “said”. This Act requires a greater than majority vote for passage because § 1 of Article XVI of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly when the General Assembly amends the Delaware Constitution.

Maddy summaryThis Senate Concurrent Resolution (SCR 30) formally designates April 2025 as "Sikh Awareness and Appreciation Month" in Delaware. It directly recognizes the Sikh American community in Delaware, highlighting their historical presence since the 1970s, cultural contributions (including Vaisakhi and Guru Nanak's birthday in April), community service, and challenges like discrimination. The resolution serves as a symbolic gesture to acknowledge their role in Delaware's diversity and societal contributions, without creating new laws or funding. As a procedural resolution, it has no binding effect beyond raising public awareness.

This Resolution pays tribute to the men and women of the Delaware National Guard for their service and sacrifices in support of defending our state and nation, and recognizes the outstanding advocacy provided by the National Guard Association of Delaware

This House Concurrent Resolution designates the 21st day of the Month of March 2025 as “Rock Your Socks for World Down Syndrome Day” and celebrates the beauty and contributions that people with Down syndrome make in Delaware.

Maddy summarySCR 28 is a symbolic resolution recognizing March 2025 as "Kidney Month" in Delaware. It does not create new laws or funding but aims to raise public awareness about kidney disease, which affects approximately 2,698 Delaware residents with end-stage renal disease (ESRD) and highlights the state's 152 people on kidney transplant waiting lists. The resolution emphasizes the importance of early detection through screenings and healthy lifestyle choices like balanced diets and hydration. It was introduced by Senator Poore and passed unanimously by both legislative chambers in March 2025. This resolution serves as a public health awareness tool, not a policy change.

Maddy summarySCR 26 is a ceremonial resolution recognizing March 16-22, 2025, as "National Agriculture Week" in Delaware. It honors Delaware’s agricultural sector through symbolic recognition, highlighting the industry’s economic and cultural significance without creating new laws or policies. The resolution cites Delaware’s farm production (e.g., 601 million chickens raised in 2023) and farmland preservation efforts as context for the designation. This is purely a symbolic gesture with no direct policy impact or funding changes.

This Concurrent Resolution recognizes March 18, 2025, as “National Youth Heart Screening Day” in Delaware and reaffirms our commitment to saving lives through prevention, education, and access to lifesaving tools and resources.

Maddy summaryThis bill is a symbolic resolution recognizing March 18, 2025, as "Health Workforce Well-Being Day of Awareness" in Delaware. It does not create new programs or funding but formally acknowledges the ongoing crisis of burnout, mental health challenges, and workplace violence affecting healthcare workers. The resolution cites statistics showing 50% of healthcare workers experienced burnout in 2020, along with high rates of violence and depression among nurses and physicians. It aligns with prior federal efforts like the Dr. Lorna Breen Act but focuses solely on raising awareness through this designated day. The resolution directly affects Delaware healthcare workers and the state's commitment to addressing workforce well-being.

This Act builds on House Substitute 2 for House Bill No. 125, enacted by the 152nd General Assembly, which extended free meals to students eligible for a reduced-price meal under federal law. This Act expands the availability of free meals by making them available to all public school students attending schools participating in the federal School Breakfast Program or National School Lunch Program. This Act requires public schools participating in the School Breakfast Program to make available free breakfasts to all attending students, regardless of household income. This Act also requires public schools participating in the National School Lunch Program to make available free lunches to all attending students, regardless of household income. This Act requires the Department of Education to reimburse schools for costs of eligible meals not reimbursed by the United States Department of Agriculture under the School Breakfast Program and National School Lunch Program. This Act adds definitions for breakfast, lunch, and eligible meal. This Act also removes the provision about the requirement for meals to follow the meal pattern requirements under the School Breakfast Program and the National School Lunch Program because the definitions of breakfast and lunch now include that requirement by reference to federal law. This Act takes effect 30 days following the date of publication in the Register of Regulations of a notice from the Controller General that funds have been appropriated to implement the provisions of this Act. This Act also makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual.