🚨Hey ya’ll, we are calling Congress for #Delaware today!!! #SB21 #NoOnSB21
youtube.com/shorts/C28Q7...

It’s not good news. Delaware’s newbie Guv is trying to get the bill passed. #NoOnSB21

Meta's potential exit from Delaware had governor worried enough to call special weekend meetings As Delaware lawmakers debate a bill that could dramatically alter the state's corporate law, Meta and CEO Mark Zuckerberg have a lot at stake in the outcome.

#NoOnSB21 Why is a Delaware Democrat Governor caving to the whims of Zuckerberg?

@mattmeyerde.bsky.social is WRONG!!

www.cnbc.com/2025/03/19/m...

Meta's potential exit from Delaware had governor worried enough to call special weekend meetings As Delaware lawmakers debate a bill that could dramatically alter the state's corporate law, Meta and CEO Mark Zuckerberg have a lot at stake in the outcome.

Hey Gov @mattmeyerde.bsky.social what in God’s name are you doing caving to Zuckerberg?
#NoOnSB21 @calpers.bsky.social has your number man.
governor.delaware.gov

www.cnbc.com/2025/03/19/m...

March 14, 2025 Subject: Delaware Senate Bill No. 21 Dear Legislators, On behalf of the California Public Employees’ Retirement System (“CalPERS”), I write to express our views on issues of interest to CalPERS as the Delaware General Assembly considers troubling proposed amendments to the Delaware General Corporation Law. CalPERS is the largest public defined benefit pension fund in the United States, with over $500 billion in global assets as of December 31, 2024. CalPERS manages investment assets on behalf of more than two million California public employees, retirees, and beneficiaries. In furtherance of the fiduciary duty CalPERS owes to its members and beneficiaries, CalPERS is committed to activities that, we believe, will protect the long-term interest of shareholders. It is important to CalPERS and its members that, on the one hand, corporate directors and officers are free to make good-faith business decisions in the best interests of their companies and, on the other hand, investors are protected against directors and officers who abuse their power to engage in unfair self-dealing transactions. For decades, Delaware has proudly, and fairly, claimed that it is “because its law is balanced and flexible, and protects investors’ legitimate interests,” that “Delaware is the U.S. domicile favored both by most investors in and most managers of American public companies.”1 For example, during the wave of state anti- 1 See https://corplaw.delaware.gov/facts-and-myths/. Page 1 of 7 takeover laws in the late 1980s, Delaware resisted the calls from lawyers who represented incumbent boards to adopt a law that would have effectively barred all hostile takeovers (which CalPERS opposed), and instead adopted a balanced law that protected against abusive takeover tactics but also preserved the ability for shareholders in Delaware companies to receive valuable takeover offers.2

takeover laws in the late 1980s, Delaware resisted the calls from lawyers who represented incumbent boards to adopt a law that would have effectively barred all hostile takeovers (which CalPERS opposed), and instead adopted a balanced law that protected against abusive takeover tactics but also preserved the ability for shareholders in Delaware companies to receive valuable takeover offers.? S.B. 21, however, would seriously upset that balance. As it stands today (including changes introduced on March 12), the bill would effectively immunize corporate insiders who commit industrial-scale self-dealing. The bill contradicts the fundamental concept, reflected in CalPERS' Governance & Sustainability Principles, that "minority shareowners should be protected from abusive actions by, or in the interest of, controlling shareowners acting either directly or indirectly, and should have effective means of redress."3 Accordingly, we write to express our opposition to S.B. 21. The proposed legislation, which has followed a highly atypical procedure and been proposed without any investor-side voices, which are typically an important part of the "Delaware Way,"4 would overturn several decades of decisions from the Delaware Court of Chancery and the Delaware Supreme Court that provide meaningful protection for investors.5 Some of our specific concerns are detailed below: (1) Investors get no say in any of the changes. • Prior Delaware legislation in 1986 and again in 2022 that allowed exculpation of first directors and then officers from liability for breaches of the duty of care properly required stockholder approval of a charter amendment to adopt exculpation. • Even though S.B. 21 includes a provision exculpating controllers from liability for breaches of the duty of care, alongside much more extreme liability-eliminating new rules, as detailed

#NoOnSB21 #Delaware

Thank you, @calpers.bsky.social