Contract Rights and Control
Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School, and Steven Davidoff Solomon is the Alexander F. and May T. Morrison Professor of Law at the UC Berkeley School of Law. This post is based on their article, Contract Rights and Control, forthcoming […]
Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School, and Steven Davidoff Solomon is the Alexander F. and May T. Morrison Professor of Law at UC Berkeley School of Law. This post is based on their article, forthcoming in the University of Pennsylvania Journal of Business Law, and is part of the Delaware law series; links to other posts in the series are available here.
Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School, and Steven Davidoff Solomon is the Alexander F. and May T. Morrison Professor of Law at the UC Berkeley School of Law. This post is based on their article, Contract Rights and Control, forthcoming in the University of Pennsylvania Journal of Business Law (2025).
In July 2024, Delaware adopted section 122(18) of the DGCL, significantly expanding corporate power to enter shareholder agreements that allocate board-level decision-making authority directly to shareholders. Just months later, in March 2025, the Delaware legislature enacted SB 21, which, among other high-profile reforms, introduced the state’s first statutory definition of a “controlling shareholder.” Together, these developments mark a turning point in Delaware corporate law. Our forthcoming article, Contract Rights and Control, explores how they interact—and sometimes clash—with longstanding fiduciary duty principles.
