Revisiting the Question "Does Corwin survive Delaware SB 21?"

The case of management buyouts

In a December 2025 post, I addressed the question of whether Corwin cleansing had any role to play in light of the new safe harbors created by Delaware SB 21 for conflicted transactions involving officers and directors (revised DGCL § 144(a)) and controlling shareholders (new DGCL § 144(b)).¹

Does Corwin survive Delaware SB 21?

I recently had occasion to revisit that question when working on the section on management buyouts (MBOs) in next edition of my Mergers and Acquisitions casebook.² In doing so, I concluded that Corwin cleansing likely will still be relevant to judicial analysis of management and director fiduciary duties in connection with MBOs.³