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Delaware's Progressive Democrats Are Challenging the State's Corporate Law Machine

1 min read

6 primary challenges against incumbent Democrats who voted for a corporate governance law that progressives call a giveaway to corporate boards at shareholders’ expense.

Why Delaware Matters for Corporate Power

More than 1.8 million businesses are incorporated in Delaware, including two-thirds of Fortune 500 companies. They are there for the state’s business-friendly Court of Chancery and corporate law system. Delaware’s corporate franchise tax generates $2 billion annually, funding a third of the state budget.

That system is now under attack from within the Democratic Party.

The Fight Over SB 21

In 2025, the Delaware legislature passed Senate Bill 21, which reshaped how corporate boards handle conflicts of interest in transactions with controlling shareholders. Critics say it weakened shareholder protections and made it easier for corporate insiders to approve self-dealing transactions.

The Delaware Working Families Party is now backing primary challengers against six incumbent Democrats who voted for the bill. The group frames SB 21 as a choice between corporate board rooms and the public interest.

The Broader Question

Delaware’s corporate law system is not just a local issue. When Delaware changes the rules for how corporations govern themselves, it affects every company chartered there, which is most of them. The fight over SB 21 is a fight over whether the state’s economic model can survive pressure from progressive Democrats who see corporate governance as a democratic accountability issue.

Meanwhile, the Koch-funded Americans for Prosperity filed suit in federal court to overturn Delaware’s campaign finance transparency law, arguing it discourages political speech. Delaware is being squeezed from both sides: progressives want more corporate accountability, conservatives want less campaign transparency.

Read more on the Ethics and Corruption hub.