Corporate Protection vs Shareholder Rights: Delaware Senate Bill 21

On March 25, 2025, the Delaware legislature enacted Senate Substitution 1 for Senate Bill 21 (“SB21”) into law. (Delaware General Assembly). SB21 limits the scope of the State’s Court of Chancery jurisdiction to hear certain complaints from shareholders regarding transactions between corporations and their directors. Id. 

 

Delaware is a popular domicile for many corporations around the United States with more than 2.1 million legally incorporated entities. (Delaware Division of Corporations, Delaware.gov). Notably, Delaware is the domicile for nearly 66% of Fortune 500 Companies, and over 80% of all U.S. based initial public offerings (“IPOs”), passed the bill to ensure that large corporations incorporated in the state did not reincorporate in states which may provide better protections against lawsuits from minority shareholders. (Lauren Hisch & Michael de la Merced, New York Times). The state and the 1.06 million Delawareans who live there heavily rely on corporate revenue. Id.

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Race to the BottomSimon Dick
IRS Cancels Union Contract

On February 27, 2026, the IRS announced that it canceled its collective bargaining agreement with the National Treasury Employees Union (“NTEU”) following the Ninth Circuit Court of Appeals’ decision to remove the injunction preventing two Presidential Executive Orders from going into effect. (Jory Heckman, Federal News Network). The two executive orders state that certain federal agencies, such as the IRS, did not have a right to labor unions because it put national security at risk. Id. This article will discuss the reasoning behind the executive orders that pushed the IRS to cancel its union contract and how enforcing the orders effects federal employees.

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Race to the BottomMazie Dee
The Supreme Court Takes on Roundup: The Future of American Agriculture

On January 16th, 2026, the United States Supreme Court agreed to hear Durnell v. Monsanto Co., a landmark case that has the potential to reshape one of the largest mass tort litigations in American history. Bayer AG (“Bayer”), the German pharmaceutical and agrochemical giant that acquired Monsanto Company (“Monsanto”) in 2018, has faced over 200,000 claims alleging that its widely used Roundup weedkiller causes cancer, some such claims predating the acquisition. (David A. Lieb, AP/STAT News). The central question before the Court now is whether the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) preempts state-law failure to warn claims when the Environmental Protection Agency (“EPA”) has approved a pesticide’s label without requiring a cancer warning. (LDM Law). Put simply, after the EPA has approved a label lacking a cancer warning, can failure to warn claims still be brought? This post will examine the history of the Roundup litigation, analyze Bayer’s use of the preemption argument and its potential effects on consumer protection, and consider the implications for American agriculture if the Court rules in Monsanto’s favor.

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Race to the BottomZach Kamran
Texas Anti-ESG Law Falls, Financial Markets Hang in the Balance

Texas Senate Bill 13 ("SB 13"), enacted in June 2021 and authored by State Senator Brian Birdwell, was among the first U.S. laws targeting Environmental, Social, and Governance ("ESG") investing practices. (Mollie Duckworth, Latham & Watkins LLP). At its core, SB 13 prohibited Texas public entities from investing in or contracting with companies deemed to "boycott" the fossil fuel industry. (Texas Policy Research). ESG policies “aim to promote sustainable and responsible business practices” in addition to the previously paramount financial bottom line. (Deloitte). ESG practices trace their roots back to the early 1960s, led by social activists and religious groups seeking to spark corporate responsibility on ethical investing. (Thomas J. Billitteri, CQ Press). Sustainability pioneers like John Elkington popularized the “triple bottom line,” or the ideas that corporations must account for their societal and environmental impacts in addition to their profitability. (John Elkington, Harvard Business Review). Today, ESG practices are performed across industries, focused on issues, “ranging from human capital and compensation issues, to climate change, deforestation, and water and waste management, to supply chain management.” (Jurgita Ashley, Harvard Law School Forum on Corporate Governance). In the energy context, ESG policies condition investing on environmental and social criteria, threatening states like Texas by disfavoring their core oil and gas industries based on ideological grounds. (Ayden Runnels, The Texas Tribune). Thus, the law represented a “high profile” effort to combat ESG practices that the Texas Senate viewed as a threat to the state’s energy sector. (Texas Policy Research). This discussion explores SB 13’s implications, the recent ruling of its unconstitutionality, and the market’s incipient response to SB 13’s discontinued enforcement.

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Race to the BottomJohn Baird
TikTok’s Journey to the West

Creators, sellers, and doom-scrollers can rest easy knowing that TikTok has found a new home on U.S. soil. (David Shepardson, Reuters). Following an executive order and subsequent landmark Supreme Court ruling, TikTok’s parent company, ByteDance, had no choice but to divest TikTok so that the app’s data could be stored and controlled by U.S. entities. Id. Several prominent investors, including Oracle, Silver Lake, and MGX, have emerged as potential stakeholders seeking to acquire an ownership interest in the company. Id. This post discusses the acquisition of and changes to the app and further examines whether this divestiture will address the Trump administration’s security concerns.

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Race to the BottomBrandon Black
Deep Seabed Mining and the “America First” Agenda: National Security Gains vs. Environmental & Public Concerns

Deep seabed mining is a lucrative enterprise aimed at extracting nodules of valuable mineral deposits embedded in the ocean floor. (Sachi Mulkey, N.Y. Times). These nodules contain critical minerals, such as cobalt, manganese, copper, and nickel, which are essential to the manufacturing of modern batteries used in smartphones or electric vehicles. (Steven Barringer & Courtney Shephard, Greenberg Traurig, LLP; Sachi Mulkey, N.Y. Times). The National Oceanic and Atmospheric Administration (“NOAA”) regulates the exploration and recovery of these critical minerals and issues permits for deep seabed mining. (15 C.F.R. 904.1). This post examines the (i) concerns of deep seabed mining; (ii) NOAA’s mandate and regulation focusing on the original two-step sequential process for exploration and recovery permits; (iii) the new "consolidated application process"; (iv) how the procedural shift fits into the “America First” agenda; (v) and the public concerns aligned with consequences of the accelerated application process.

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Race to the BottomMohamed Elbedawi