# Chancery applies SB 21 director-independence presumption for the first time

Attorney advertising. Brief by Lou Schwartz, Schwartz & Associates, PC, Atlanta, Georgia. Published 2026-06-15; updated 2026-06-15. Responsible attorney: Lou Schwartz. Canonical: https://www.snalawyers.com/insights/ayers-v-foley

Ayers v. Foley is the first Court of Chancery decision applying amended Section 144(d)(2) of the Delaware General Corporation Law, added by Senate Bill 21, which presumes that directors who meet stock-exchange independence standards are disinterested. The court applied the presumption in assessing demand futility and dismissed claims over a $50 million equity grant to Fidelity National Financial's founder, while claims over 2022 to 2024 director pay survived against the compensation committee members who approved it.

**Why it matters.** Shareholders bringing derivative claims in Delaware face a higher pleading bar when they allege that exchange-independent directors are conflicted.

## Sources

1. [Opinion (Del. Ch.)](https://courts.delaware.gov/opinions/download.aspx?id=396770)

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