March 18, 2025

The Honorable Matthew S. Meyer

Office of the Governor, State of Delaware

Tatnall Building

150 Martin Luther King Jr. Blvd. South

Dover, DE 19901

153rd General Assembly of the State of Delaware

Legislative Hall

411 Legislative Ave.

Dover, DE 19901

Law Firm Statement in Support of Delaware Senate Bill 21

Dear Governor Meyer and Honorable Members of the Delaware General Assembly:

The undersigned firms are proud to call Delaware home and support the passage of Senate Bill 21.  Many of our lawyers are Delaware corporate lawyers and litigators.  Other lawyers in our firms practice intellectual property and restructuring law.  Our firms have been loyal to the State of Delaware and City of Wilmington by employing people in high-quality jobs, including in technology, finance, human resources, marketing, and other critical support functions.  Collectively our firms employ 1370 people and have been in Delaware for 715 years.

We write to applaud and support your leadership in addressing a serious situation.  In our system of corporate law in the United States, corporations are free to move to another state or nation.  We can assure you that concerns that many Delaware corporations, in all industries and in all regions of the nation, are considering leaving Delaware for another jurisdiction are well founded.  The false narrative that these concerns are limited to one company, or a small segment of companies, is just that—false.

When corporations leave our state, they do not just reduce Delaware’s current revenue base and the prospects for employment of the many Delawareans who work for businesses that depend on the strength of our corporate franchise.  Departures, and risks to the reputation of Delaware in sectors like venture capital and private equity and among founders of new corporations, also undermine our state’s growth prospects and ability to provide quality jobs and quality public services to Delawareans.

You have done the right thing by showing bipartisan leadership in bringing lawmakers together to consider passage of Senate Bill 21 in a timely manner.  This legislation, which reflects thoughtful input from the Corporation Law Council (the “Council”) of the Delaware State Bar Association, adds welcome clarity and certainty to Delaware’s corporate law by offering clearer definitions of certain terms and establishing clearer procedures offering “safe harbors” for companies to use when planning certain transactions, all while continuing to offer strong and sensible protections to stockholders. 

We urge you to remain resolute in your commitment to ensure passage of this legislation in the form proposed by the Council as promptly as possible.  If you do, you will ensure that Delaware remains the best corporate law domicile in the United States and thus protect our state’s economic future.  As institutions comprised of 1370 people who have long cared about Delaware and are invested in Delaware’s ability to retain its national leadership, we thank you for your leadership as you work to quickly finish the important effort you started.

Respectfully,

Barnes & Thornburg LLP

37 employees, 16 years in Delaware

Chipman Brown Cicero & Cole, LLP

26 employees, 13 years in Delaware

DLA Piper LLP (US)

38 employees, 14 years in Delaware

Landis Rath & Cobb LLP

21 employees, 22 years in Delaware

Morris James LLP

163 employees, 94 years in Delaware

Morris, Nichols, Arsht & Tunnell LLP

183 employees, 90 years in Delaware

Potter Anderson & Corroon LLP

172 employees, 199 years in Delaware

Richards, Layton & Finger, P.A.

315 employees, 125 years in Delaware

Ross Aronstam & Moritz LLP

25 employees, 14 years in Delaware

Skadden, Arps, Slate, Meagher & Flom LLP

110 employees, 46 years in Delaware

Wilson Sonsini Goodrich & Rosati

48 employees, 14 years in Delaware

Young Conaway Stargatt & Taylor, LLP

231 employees, 66 years in Delaware