Rick Horvath (Dechert): What Corporate Directors Need to Know About Delaware's SB 21
(0:00) Intro
(1:14) About the podcast sponsor: The American College of Governance Counsel
(2:01) Start of interview
(4:38) His professional background starting with Skadden in Delaware.
(5:08) About his corporate governance practice at Dechert LLP
(8:10) How Delaware Came to Dominate U.S. Incorporations
(13:14) What prompted the pushback against Delaware
(15:12) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)
(18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.
(22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144)
(24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)
(26:06) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."
(30:45) Changes to Section 220 Shareholder Inspection Rights by SB21.
(34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"
(37:00) Competing States: Nevada and Texas
(40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.
(44:50) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)
(45:47) His mentors:
Mark Thierfelder (Co-Chair, Dechert) Eric Waxman (Ares Management) Tom Allingham (former partner at Skadden)(46:58) Quotes that he thinks of often or lives his life by.
(47:52) An unusual habit or an absurd thing that he loves.
(49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III.
Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters.
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Boardroom Governance with Evan Epstein
In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms.
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