DE SB21

Amends § 144 to establish statutory safe harbor procedures for corporate transactions involving interested directors, officers, controlling stockholders, or control groups, protecting such transactions from legal challenge if approved by disinterested directors or disinterested stockholders with full disclosure of material facts

Defines "controlling stockholder" as a person owning or controlling majority voting power, or at least one-third voting power with equivalent managerial control; creates separate approval requirements for "going private transactions" requiring both committee approval and disinterested stockholder vote

Limits monetary liability for controlling stockholders and control group members to breaches of loyalty, bad faith acts, intentional misconduct, knowing legal violations, or transactions yielding improper personal benefit

Amends § 220 to specifically define "books and records" stockholders may inspect, including certificates of incorporation, bylaws, meeting minutes, board materials, financial statements, and independence questionnaires, while requiring demands be made in good faith with reasonable particularity

Requires that information obtained through stockholder books and records requests be automatically incorporated by reference into any related complaint filed by the stockholder; allows corporations to impose confidentiality restrictions and redact unrelated portions from produced documents