DealLawyers.com Blog

Last week, Meredith blogged about the Chancery Court’s decision to grant motions to certify certain constitutional questions relating to SB 21 to the Delaware Supreme Court. A recent AO Shearman blog reports that the Court has accepted both questions certified to it. This excerpt specifies the questions that the Supreme Court will review and where things go from here in these proceedings:

Plaintiffs moved for certification of two constitutional questions concerning the amendments to Section 144 of the DGCL by SB21, specifically: (i) whether the elimination of the Court of Chancery’s ability to award “equitable relief” or “damages” in circumstances where the safe harbor is met violates the Delaware constitution by purporting to divest the court of its equitable jurisdiction, and (ii) whether the retroactive application of SB21 “violate[s] the Delaware Constitution of 1897 by purporting to eliminate causes of action that had already accrued or vested.”

A briefing schedule will be set this week, indicating that the Delaware Supreme Court is moving quickly to resolve questions around SB21. Perhaps indicating the judiciary’s desire for clarity, stays have been issued in several cases currently pending before the Court of Chancery where similar constitutional questions are implicated.

– John Jenkins