THE OKLAHOMA BAR JOURNAL 20 | APRIL 2026 Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff. judgment rule and remanded the case for the Court of Chancery to analyze the transaction, applying the entire fairness standard.12 The court reasoned instead that, to satisfy MFW, the special committee must be wholly independent, and, therefore, one member’s lack of independence would destroy the entire special committee’s independence for purposes of MFW.13 The court also held that the MFW framework applies to all controlling stockholder transactions whereby the controller obtains a unique nonratable benefit, reasoning that a controlling stockholder has inherently coercive authority over the board and its minority stockholders in any transaction setting, not only in freeze-out mergers.14 This decision has prompted concerns among corporate boards and controlling stockholders, as it makes it more challenging for conflicted transactions to qualify for protection under the business judgment rule. Indeed, SB 21 overrules Match Group and lessens the procedural requirements for a controller transaction to evade the entire fairness review standard.15 SB 21’s primary focus was to create “safe harbors” for conflicted corporate transactions and restrict stockholders’ access to corporate books and records by specifying and narrowing the categories of documents available for inspection. Safe-Harbor (§§144(a), 144(b)) Section 1 amends §144 of Title 8 to provide safe harbor procedures for acts or transactions in which one or more directors or officers, as well as controlling stockholders and members of control groups, have interests or relationships that might render them interested or not independent with respect to the act or transaction.16 Under revised §144(a), certain acts or transactions involving such directors or officers will be protected if approved or ratified by a majority of the disinterested directors or by a majority of the votes cast by the disinterested stockholders entitled to vote thereon in each case upon disclosure or in full knowledge of the material facts giving rise to the conflict or potential conflict.17 In addition, the amendments define which parties constitute a controlling stockholder or control group and provide safe harbor procedures that can be followed to insulate from challenge specified acts or transactions from which a controlling stockholder or control group receives a unique benefit.18 Under the new §144(b), a controlling stockholder transaction that does not constitute a “going private transaction” may be entitled to the statutory safe harbor protection if it is approved or recommended, as applicable, by a committee consisting of a majority of disinterested directors or approved or ratified by a majority of the votes cast by the disinterested stockholders.19 Under the new §144(c), a controlling stockholder transaction that constitutes a “going private transaction” may be entitled to the statutory safe harbor protection if it is negotiated and approved or recommended, as applicable, by a committee consisting of a majority of disinterested directors and approved or ratified by a vote of a majority of the votes cast by the disinterested stockholders entitled to vote thereon.20 The amendments to §144 also set forth criteria for determining the independence and disinterestedness of directors and stockholders.21 The amendments provide that controlling stockholders and control groups, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care.22 The amendments do not displace any safe harbor procedures or other protections available at common law.23 Inspections of Books and Records (§220) Section 2 amends §220 of Title 8 to define the materials a stockholder may demand to inspect pursuant to a request for books and records of the corporation.24 The amendments also set forth certain conditions a stockholder must satisfy in order to make an inspection of books and records.25 The amendments make clear that information from books and records obtained by a stockholder from a production under §220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records.26 The new §220(b)(4) preserves whatever independent rights of inspection exist under the referenced sources and does not create any rights, either expressly or by implication.27 The new §220(f) provides that if the corporation does not have specified books and records, including minutes of board and committee meetings, actions of the board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose.28 Because Section 3 states that the amendments “apply to all acts and transactions, whether
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