View or download a PDF of the letter here.

Americans for Financial Reform, Consumer Federation of America, and Public Citizen led a letter in opposition to Delaware Senate Bill 21 (SB 21) with 29 additional signatories.

If passed, SB 21 would overhaul Delaware corporate law by severely undermining the ability of regular shareholders, like teachers and firefighters saving for retirement, to hold directors, officers, and controlling stockholders like Elon Musk and Mark Zuckerberg accountable through the Delaware Courts when they overreach and extract value from companies incorporated in Delaware. SB 21 would undermine retirement security and corporate accountability nationwide.

While bill proponents argue a drastic curtailment of the rights of regular shareholders and a corresponding drastic narrowing of avenues of accountability for powerful corporate actors is necessary to prevent companies from choosing other states over Delaware, the fact is that in 2024, there were over 280,000 new Delaware entities created, and Delaware experienced a net gain of 85 publicly traded companies incorporated in the state. Additionally, institutional investors believe SB 21 would turn Delaware into a less attractive state for incorporation.