Overview
- In a unanimous en banc decision on February 27, 2026, the court in Rutledge v. Clearway rejected due process and jurisdictional challenges to the 2025 amendments to DGCL Section 144.
- For controller transactions that are not going‑private deals, either independent committee approval or a majority‑of‑the‑minority vote can trigger statutory protection, while going‑private transactions still require both mechanisms.
- When a transaction satisfies the statute’s procedures, equitable relief and damages for fiduciary‑duty claims are unavailable against directors, officers, and controlling stockholders.
- The Court of Chancery retains authority to hear fiduciary‑duty suits and to determine whether the statutory safe‑harbor prerequisites have been met.
- The amendments apply retroactively with an express carve‑out for cases pending or completed by February 17, 2025, and they codify a structured definition of a controlling stockholder.