PROTECT DELAWARE
FROM ELON MUSk
SAVE YOUR PENSION!
CONTACT YOUR LEGISLATOR
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CONTACT YOUR LEGISLATOR -
SB 21, Drafted by Elon Musk’s Legal Team, would gut Delaware’s corporate governance, Benefiting corporate insiders at the expense of pensioners
Tell lawmakers to reject this dangerous bill now!
STOP DELAWARE SENATE BILL 21
Elon Musk’s lawyers wrote a dangerous bill designed to benefit billionaire CEOs at the expense of pension funds and everyday investors. If passed, SB 21, the “Billionaires’ Bill,” would allow powerful executives and controlling shareholders to operate with near-total impunity and without meaningful judicial oversight.
The bill, which was written by Elon Musk’s legal team, seeks to rewrite Delaware law in response to Musk’s failed $56 billion Tesla pay package. This blatant power grab would allow CEOs and controllers to transfer massive value from public investors and pension funds into their own pockets while overturning dozens of Delaware Supreme Court precedents.
Stop The Billionaires’ Bill
For over a century, Delaware has had a reputation for setting a fair and balanced standard for corporate law, ensuring transparency, protecting stockholders, and holding corporate leaders accountable. SB 21 threatens to upend that system by drastically limiting the ability of investors, including union pension funds and 401Ks, to hold CEOs and other corporate insiders accountable for acting on their worst impulses and lining their pockets with public investor money. The bill would:
Restrict investor access to critical internal corporate records, making it nearly impossible to investigate and uncover misconduct.
Shield CEOs, directors, and controlling shareholders from accountability for acting in their own self-interest at the expense of their investors.
Overturn decades of law allowing investors to sue CEOs, directors and controllers for transferring value from pension funds and other investors into their own pockets.
These provisions would have disastrous consequences for pension funds, institutional investors, 401Ks, and the millions of normal Americans who rely on investments for retirement security. SB 21 would transfer billions in wealth from hardworking, everyday people to CEOs and billionaires by eliminating investor protections that ensure transparency and fairness.
The Consequences of SB 21
The passage of SB 21 would mark one of the most radical corporate governance overhauls in U.S. history, benefiting only the wealthiest corporate insiders while putting pensioners and everyday investors at extreme risk.
Public and Union Pension Funds at Risk: Retirement funds for teachers, firefighters, police officers, and public workers will suffer when CEOs and other insiders choose to transfer public investments into their own pockets. This would leave everyday investors with fewer legal tools to hold those CEOs and other insiders accountable for mismanagement and fraud.
Corporate Malfeasance Hidden from View: The bill would make it far more difficult for pension funds and other investors to access critical company records, allowing CEOs and other insiders to hide their conflicts of interest and disloyal behavior.
Unchecked Billionaire Control: abusive insider-shareholders like Elon Musk would further rig the system in their favor, free from oversight.
The Truth About “DExit”
Despite claims that SB 21 is needed to stop corporations from leaving Delaware, there is no credible evidence that companies are fleeing Delaware due to its current corporate governance laws. There are more than 2 million companies incorporated in Delaware. For the past five years, 90% of IPOs are companies incorporated in Delaware. Over the past year, more companies have moved to Delaware than have left. The handful of companies that have left or are threatening to leave to put pressure on Delaware, such as Tesla and Meta, are controlled by a single shareholder seeking to use their control to enrich themselves at the expense of pensioners.
The overwhelming majority of companies do not have a single shareholder who dominates the company.
The Billionaires’ whisper campaign about a supposed “Delaware Exit” or “DExit” is a scare tactic designed to pressure lawmakers into rewriting corporate governance rules for the benefit of a few executives—not Delawareans, unions or pension funds in the state. It has no factual basis. Delaware still dominates the corporate landscape, with over 66% of Fortune 500 companies incorporated in the state.
Rather than caving to fear-mongering, members of the Delaware legislature must vote to protect working Delawareans and pensioners by voting down the bill and uphold the fair and consistent legal standards that have made it the nation’s top destination for incorporation.
Protecting Delaware’s Legacy of Fair Corporate Law
For decades, Delaware has maintained a balanced approach to corporate law—one that protected both corporate leaders and pension funds and other investors. Delaware lawmakers must reject SB 21 and stand with working Americans, retirees, pension funds, and institutional investors rather than bending to the demands of Elon Musk’s “DOGE Delaware”—millionaire lawyers working for out-of-state billionaires.
Robert Weissman, co-president of Public Citizen
“Delaware lawmakers should refuse the invitation from corporations to adopt sweeping changes that would let CEOs and dominant insiders manipulate corporate governance to enrich themselves still further. No matter what a handful of bad actors say, transparency rules and accountable governance make business stronger.”
Corey Freyer, Director of Investor Protection for the Consumer Federation of America
“SB 21's harm would resonate nationally, lowering the bar for corporate accountability to Elon Musk's level. Gutting working families' rights to hold corporations accountable and defend their pensions will harm Delaware's economy far more than it helps.”
Natalia Renta, Associate Director of Corporate Governance and Power at Americans for Financial Reform
“Delaware lawmakers should ask themselves whose side they are on: working people like teachers saving for retirement or self-dealing billionaires like Elon Musk. We urge them to sidewith working people by voting down the Billionaires’ Bill.”
About US
Stop Delaware SB21 is a coalition of advocates and experts dedicated to safeguarding the future of Delaware's corporate governance system. As a leading hub for corporate law, Delaware plays a critical role in protecting everyday investments—like 401(k)s and pensions—from unchecked executive power.
