News & Analysis as of

Incorporation

Allen Matkins

Another Delaware Publicly Traded Company Proposes A Nevada Move

Allen Matkins on

Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a...more

Bennett Jones LLP

Starting a Business in British Columbia: Key Steps and Considerations for Emerging Enterprises

Bennett Jones LLP on

When starting a new business in British Columbia, there are several steps you will have to take to turn your business idea into a reality....more

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law".  For the title and them of her...more

Allen Matkins

Another Delaware Corporation Announces Stockholder Approval Of Nevada Reincorporation

Allen Matkins on

I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more

Venable LLP

Federal Court Narrowly Construes FTC Jurisdiction Over Nonprofit Institutions

Venable LLP on

In a surprising ruling, a federal district court in Arizona has held that the Federal Trade Commission (FTC) cannot prosecute claims under the FTC Act against a nonprofit educational institution. Late last year, the FTC...more

Allen Matkins

Is Nevada's Corporate Law "One Of The Most Comprehensive And Progressive State Corporate Acts"?

Allen Matkins on

In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada.  The company has now filed...more

Allen Matkins

Cave Delaware Aut Bene Dormi Delaware?

Allen Matkins on

I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?".  14 CEB California Business Law Reporter 259 (1992).  In the ensuing decades, I have...more

Allen Matkins

What About Calexit?

Allen Matkins on

My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states.  In a recent article, Professor Bainbridge...more

Allen Matkins

Do Nevada Courts Ignore Delaware Precedents?

Allen Matkins on

In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be.  Among other things, he responds to my argument that Nevada eschews Delaware law...more

Allen Matkins

DExit - Would Oliver Cromwell Reincorporate In Nevada?

Allen Matkins on

Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened?  His article analyzes the reasons that companies give for leaving Delaware for other...more

Allen Matkins

Professor Bainbridge's DExit Exegesis

Allen Matkins on

A year ago, Phil Shawe, the Chief Executive Officer of TransPerfect, penned a piece for The Nevada Independent explaining the company's reincorporation from Delaware to Nevada...more

Allen Matkins

Another Publicly Traded Delaware Corporation Propose Move To Nevada

Allen Matkins on

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada.  Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more

Foley & Lardner LLP

Will Delaware remain home to American corporations?

Foley & Lardner LLP on

According to the latest statistics from Delaware’s Division of Corporations, 68.2% of all Fortune 500 companies are incorporated in the Delaware, 79% of US-based IPOs in 2022 listed Delaware as their “corporate home,” and...more

Conyers

IPOs – Themes and Trends 2024

Conyers on

When I last reviewed the themes and trends we are seeing for IPOs of Bermuda and Cayman companies from our office in Hong Kong in mid-2022, it was very much a tale of two cities. Two years later, there is little to indicate...more

Allen Matkins

Another Delaware Corporation Makes The Move To Nevada

Allen Matkins on

Earlier this week, I noted that the stockholders of Fidelity Financial Inc. failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The vote was hardly decisive because more...more

Allen Matkins

No Exit: Stockholders Fail To Grant Leave To Leave Delaware For Nevada

Allen Matkins on

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  I characterize...more

DarrowEverett LLP

Decisions, Decisions: Choice of Entity vs. Choice of Tax Classification

DarrowEverett LLP on

Before forming any entity, founders need to make two fundamental decisions: which entity type is best for their business operations and which tax classification is best for the owners. Although the entity type and tax...more

A&O Shearman

New York Court Of Appeals Clarifies Application Of Internal Affairs Doctrine But Reverses Dismissal Of Fiduciary Duty Breach...

A&O Shearman on

On May 23, 2024, the New York Court of Appeals reversed the dismissal of breach of fiduciary duty claims brought by former shareholders of a fantasy sports company (the “Company”) against its directors and other defendants...more

Conyers

Why BVI?

Conyers on

The British Virgin Islands (“BVI”) are home to 361,491 active companies as of 31 December 2023. This article considers the reasons for the BVI’s popularity as a jurisdiction to structure international transactions....more

Conyers

BVI Quarterly Corporate Update Q1 2024

Conyers on

Welcome to the first edition of our Quarterly Corporate Update for 2024 covering recent developments in the British Virgin Islands. The first quarter of 2024 saw continued strong activity in the BVI office. Our corporate...more

Allen Matkins

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

Allen Matkins on

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more

Dechert LLP

After Delaware Court of Chancery Subjects Reincorporation Decision to Entire Fairness, Delaware Supreme Court Says Not so Fast

Dechert LLP on

The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more

Allen Matkins

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Allen Matkins on

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or...more

Mayer Brown

Updates on Saudi Arabia's Regional Headquarters Program

Mayer Brown on

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA. ...more

Pillsbury - Propel

Should I Incorporate on My Own?

Pillsbury - Propel on

Formally incorporating a company is a significant milestone in a founder’s journey. What may have begun as an idea doodled on the back of a napkin is now an official legal entity. Given the mass availability of...more

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