Davis Polk partners Andrew Ditchfield and Rory Leraris were quoted in Delaware Business Court Insider discussing the most significant developments in Delaware corporate law in 2025.

The article highlights that the defining developments in 2025 related to Senate Bill 21, which sparked discussion about its changes to the Delaware General Corporation Law and questions regarding its constitutionality, including discussions on social media. Addressing this, Andrew explained, “Social media was an outlet in which to express those views, I think, in reaction to a feeling that folks may have felt excluded from the process.” Andrew added that it reflected, “a sense of a moving away from the pretty well-established and respected civil discourse—sort of the Delaware way.”

The article also notes that lawyers are watching how the amendments to Section 220—which deals with books and records actions—will affect demands and litigation. In regard to the amendments’ impact on demands for books and records, Rory explained, “It’s a higher bar to get anything more, very expressly, now than it arguably was before,” and added, “I think that is likely to disincentivize shareholders from going the litigation route once they’ve made their demand.”

“‘Clearway’, Safe Harbors and Constitutionality: A Look Back at the Bill That Split the Delaware Bar,” Delaware Business Court Insider (December 18, 2025) (subscription required)

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