Does Corwin survive Delaware SB 21?

A question from the mailbag

We interrupt our ongoing coverage of the debate over whether plaintiff attorney fee awards in the Delaware Chancery Court are abnormally (and excessively) large, to ponder another issue raised by one our favorite statutes.

For those of us who labor on the academic side of the corporate law vineyard, Delaware SB 21 is the gift that keep on giving.¹ No matter which side of the debate over conflicted controller transactions upon which one comes down, no fair minded person can deny that the statute was adopted in a hurry and without adequate thought to how it would interrelate with the rest of Delaware corporate law. In short, the statute is a mess and that means we’ll be mining it for projects for a long time to come.

A dear friend and fellow corporate law professor recently reached out to pose this question:

The supplement to the M&A casebook by Hill Quinn Solomon says something like Corwin “has been largely, but not entirely, supplanted by DGCL 144 as amended.” As I’ve been thinking about this interaction, it seems to me there are a range of fact patterns in which there could be post-closing claims for damages that are not covered by DGCL 144. For example, a non-conflicted sale of the company without a controller.

It struck me as a great question, so I set aside the surprising fact that my otherwise brilliant friend apparently is using the wrong Mergers and Acquisitions casebook and checked out my rivals’ supplement.² It somewhat cryptically states:

A quick review may be helpful for those coming to the subject late.