“Musk wants to write his own laws to take tens of billions of dollars from Tesla shareholders after the courts said he couldn’t. Corporate law protects minority shareholders’ rights so that greedy controlling shareholders like Musk can’t take away safeguards for Main Street investors.”

— Sen. Elizabeth Warren, CNBC

“Curiously, the gospel of shareholder primacy has not been greeted as good news by our current class of robber barons. Musk’s cohort of oligarchs, who double-dip as head executives and major investors, have responded furiously when Delaware courts have stopped them from filling their pockets at stockholders’ expense, mounting a propaganda attack on Delaware as revenge… The General Assembly’s leadership is even more eager to appease. They’ve done nothing to respond to the Trump/Musk regime’s attacks – and instead announced a radical revision of Delaware law seemingly designed to gift Musk billions of dollars in compensation, and pave the way for more like him.” – Dr. Dael Norwood, assistant professor of History at the University of Delaware and the author of “Trading in Freedom: How Trade with China Defined Early America, Delaware Business Times

“This seems to have been sprung out of the ether in response more to politics and political pressure from Elon Musk than some kind of thoughtful process. That’s a grave concern. ... [The legislation] puts a heavy weight on the scale in favor of large controlling shareholders, who tend to be billionaires and wealthy individuals.” – Jon Golinger, democracy advocate for Public Citizen, The Lever

“If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from how controlling stockholders negotiate major transactions to the mechanics of derivative litigation and shareholder access to corporate records... Delaware’s corporate law has historically thrived on a careful balance of flexible statutes and judge-made nuance. Now, that balance looks primed to shift in ways that could narrow judicial oversight, empower controllers, and constrain shareholder enforcement… Yet their impact runs deeper than mere technical revisions—they raise existential questions about Delaware’s future as the leading domicile for U.S. corporations.” - Eric Talley, professor at Columbia Law School; Sarath Sanga, professor at Yale Law School; and Gabriel V. Rauterberg, professor at the University of Michigan Law School, CLS Blue Sky Blog

"I remain unpersuaded that DExit poses a serious threat to Delaware's dominance of the market for corporate charters. The recent high profile departures, however, appear to have freaked out the political class in Delaware." – Stephen M. Bainbridge, professor at UCLA School of Law, ProfessorBainbridge.com

“[This bill] doesn’t just tip the balance; it completely tilts it. It’s a terrible signal to send to the business world… If the goal is to attract a controlling shareholder like that, you absolutely destroy the whole point of the law. The whole reason institutions came to Delaware is that it was an exclusive forum for resolving disputes, and with that, it gained a great gift in the neutrality of the system. This would shift the balance to majority shareholders and it would end our reputation.” – Charles Elson, founder of the UD Weinberg center and executive editor-at-large for Directors & Boards magazine, Delaware Business Times

"But I do wonder whether there's a bit of a panic in the Delaware marketplace, considering that Delaware still has the most predictable courts, it has the longest track record, and its protections for shareholders are something that shareholders obviously value." – Joshua Newcomer, managing principal at McKool Smith, Law.com

“Moreover, the changes, if adopted, mean it will be laughably easy, with a few incantations of magic words, to create the appearance of procedural regularity, while shareholder plaintiffs will be denied access to the information necessary to establish any procedural irregularity... As I warned in my article, ‘The more freedom Delaware accords corporate managers, and the less scrutiny it applies to their transactions, the less there is for Delaware to, well, actually do.’ Delaware could wind up deregulating itself out of relevance entirely.” – Ann Lipton, professor of corporate law at Tulane Law School, Business Law Prof Blog

"I'm very worried that [the changes] lower the guardrails — almost takes them away. It doesn't quite take them away, but it really lowers the guardrails and makes it really unclear for public stockholders whether they have anyone on their side when it comes to these kinds of transactions. I don't think that this maintains any sort of balance… I think what's happening here is that the state is reacting to very very high profile individuals who are upset and they think it's going to lead to a stampede — I don't believe it will. I think it's very shortsighted.” – Brian Quinn, professor at Boston College Law School

"The expedited timeline for these [Delaware General Corporation Law] amendments is certainly notable, particularly given the lack of broad public input and the significant national implications of the proposed changes.” – Anat Alon-Beck, associate professor of law at Case Western Reserve University School of Law, Law360

“Which is why Delaware's reaction to the whole thing is so hard to figure – they have such a great franchise. The key is to continue to stay the course with the franchise. Any fooling with it means that where are you going to go? And I think ultimately this will result in the federalization. You already have federalization of the audit process, federalization of the compensation process, more or less, and somewhat of the voting too. And I think you'll just encourage federal of federal take over the whole area,” Charles Elson, director of Enhabit Home Health and Hospice Corporation and executive editor-at-large of Directors & Boards. Former Edgar S. Woolard Jr. Chair in Corporate Governance and founding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, Executive Session

"The real role of corporate law is to protect minority investors. With this bill, the legislature is saying, 'Now, you know what? Protect them less.'" – Brian Quinn, professor at Boston College Law School 

"If this is enacted, this will be a sweeping change to the current state of Delaware law and will make it much, much easier for boards—not only boards of controlled corporations, but all boards—to avoid liability for the transactions that they engage in." – Renee Zaytsev, partner at Boies Schiller Flexner, Law.com

“In essence, the bill would offer a process for boards to invoke safe harbor protection from litigation over potentially conflicted transactions for directors and controlling stockholders. The bill would also address Delaware’s provisions related to books and records. The impact could be fundamental.” – Cydney Posner, special counsel at Cooley, Cooley PubCo

"And it reminds me when companies were adopting exclusive form provisions in their bylaws 10 or 15 years ago, that companies made the reasonable case that they wanted to make sure that cases were brought in Delaware because of the experienced judiciary, the knowledgeable bar, the predictable law, the long period of judicial oversight and precedents. Most shareholders were in favor of companies establishing Delaware as the locus of jurisdiction for most cases. If they were to leave now, that would turn some of that argument on its head as moving to another state without any of those features would raise red flags from shareholders as we were convinced to agree to Delaware's exclusive foreign provision. A company would have to make a really strong case as to why that would be in shareholders' favor." – Bob McCormick, executive director of the Council of Institutional Investors and a senior advisor of Third Economy, Executive Session