The first half of 2026 has delivered one of the most consequential stretches for transactional corporate lawyers in a generation: Delaware’s highest court blessed a sweeping rewrite of the state’s corporate code, deal values surged even as deal counts stayed disciplined, and a new federal posture toward proxy advisors began reshaping how shareholder votes are won.

§ 1 Delaware’s “Billionaire’s Bill” Survives — and Changes Deal Practice

In February 2026, the Delaware Supreme Court upheld the constitutionality of Senate Bill 21, the 2025 overhaul of the Delaware General Corporation Law that critics dubbed the “billionaire’s bill.” The ruling ends a year of uncertainty over the most significant statutory change to Delaware deal practice in decades.

Under the amended law, a transaction involving a controlling stockholder or conflicted fiduciaries can be insulated from shareholder litigation if it is approved either by a board committee with a majority of independent directors or by a fully informed vote of public shareholders. Before the amendments, careful practitioners structured such deals to satisfy both protections, with a committee composed entirely of independent directors. The legislation also raises the bar for challenging a director’s independence and narrows the books-and-records demands shareholders may use to investigate a deal for conflicts.

For transactional lawyers, the practical impact is immediate. The statutory “safe harbors” now codified in Section 144 of the DGCL give dealmakers a clearer, more predictable roadmap for take-privates, squeeze-outs, and other related-party transactions. Plaintiff-side firms, by contrast, face a substantially narrower path to the Court of Chancery, and institutional investors — including public pension funds that opposed the bill — are recalibrating how they police conflicts of interest.

§ 2 From “DExit” to “DEntry”

The backdrop to SB 21 was competitive. After high-profile departures and reincorporation debates involving major technology companies, states such as Texas and Nevada moved aggressively to court incorporations with founder-friendly statutes of their own. Delaware — where incorporation franchise revenue funds a substantial share of the state budget — responded legislatively rather than watch its franchise erode.

The choice-of-domicile conversation has become genuinely multi-state for the first time in memory.

Early evidence suggests the strategy is working. Commentators who spent 2025 writing about “DExit” now describe a “DEntry” trend, with companies weighing a move into Delaware as confidence returns to its combination of a specialized judiciary, a deep body of precedent, and a legislature willing to modernize. For lawyers advising startups and family-owned businesses alike, domicile belongs at the top of any formation or restructuring checklist.

§ 3 A Mega-Deal Market, but a Disciplined One

The deal market itself has roared back. Aggregate U.S. M&A value for transactions above $100 million nearly doubled year over year heading into 2026, driven by headline-grabbing combinations in rail, cybersecurity, and energy infrastructure. Notably, the recovery is concentrated at the top: overall deal counts remain subdued as buyers prioritize quality over quantity in the face of valuation gaps, geopolitical uncertainty, and continued antitrust vigilance from the DOJ and FTC.

Sector dynamics matter more than ever. Energy transactions are being shaped by global conflict, surging data-center power demand, and tax-credit strategy, while technology M&A is increasingly a race for artificial-intelligence talent and infrastructure, funded in part by record private equity “dry powder.” Boards are also under renewed investor pressure to pursue spin-offs and divestitures in the name of corporate clarity — meaning carve-out expertise, transition-services agreements, and liability-management structures are among the most in-demand skills at the transactional bar.

§ 4 The Proxy Machinery Is Being Rewired

Deal votes do not happen in a vacuum, and the machinery behind them is changing fast. In December 2025, the Administration issued an Executive Order targeting proxy advisory firms such as ISS and Glass Lewis, pressing them toward case-by-case recommendations, directing scrutiny of DEI and ESG considerations in their voting advice, and instructing the SEC to consider new rulemaking. At the state level, litigation continues over Texas’s SB 2337, which sought to impose disclosure requirements on proxy advisors and was preliminarily enjoined on First Amendment grounds.

The combined effect: shareholder vote outcomes — including votes on mergers — are becoming less predictable than they have been in years. Deal teams that once treated a favorable ISS recommendation as a near-guarantee of approval are building broader shareholder-engagement strategies well before signing.

For AMLA members practicing in corporate, securities, or commercial law — and for students weighing a transactional path — this is a moment worth studying closely. The rules that govern how American companies combine, restructure, and answer to their shareholders are being rewritten in real time, and the lawyers who understand both the statutes and the strategy behind them will define the next era of deal practice.

This article is provided for general informational purposes only and does not constitute legal advice. Readers should consult qualified counsel regarding any specific transaction or matter. © 2026 The Ahmadiyya Muslim Lawyers Association USA.