Chris Rowley

Chris Rowley

Vinson & Elkins LLP

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Actions for Corporations to Obtain the Benefits of Amendments to the Texas Business Organizations Code

On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more

5/19/2025  /  Board of Directors , Business Entities , Business Judgment Rule , Corporate Governance , Derivative Suit , Fiduciary Duty , New Legislation , Shareholder Litigation , Shareholders , Texas

Should You Consider Texas as Your Jurisdiction for a U. S. Corporation?

In the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more

3/18/2025  /  Business Entities , Corporate Governance , Delaware General Corporation Law , Incorporation , Jurisdiction , State and Local Government , Texas

Another Magnificent Seven Contemplates Texas: Will Meta Pursue Re-Domiciling in Texas After the Tripadvisor Decision?

The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more

2/13/2025  /  Board of Directors , Business Entities , Business Litigation , Corporate Governance , Corporate Restructuring , Delaware , Domicile , Fiduciary Duty , Shareholders , State and Local Government

Fifth Circuit Vacates Stay of Injunction Against Enforcement of the Corporate Transparency Act – Nationwide Preliminary Injunction...

As we previously discussed, on December 5, 2024, the Department of Justice (“DOJ”), representing the Department of the Treasury, submitted a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit, challenging a...more

12/31/2024  /  Appeals , Beneficial Owner , Business Entities , Corporate Transparency Act , FinCEN , Injunctions , Preliminary Injunctions , Reporting Requirements , Stays , Vacated

FinCEN’s Response to Nationwide Preliminary Injunction Against Enforcement of the Corporate Transparency Act

As we previously discussed, on December 3, 2024, Judge Amos Mazzant of the U.S. District Court for the Eastern District of Texas issued a memorandum opinion and order granting a nationwide preliminary injunction against the...more

12/11/2024  /  Appeals , Beneficial Owner , Business Entities , Constitutional Challenges , Corporate Transparency Act , Department of Justice (DOJ) , FinCEN , Preliminary Injunctions , Reporting Requirements , U.S. Treasury

Texas Federal District Court Issues a Nationwide Preliminary Injunction Against Enforcement of the Corporate Transparency Act

On Tuesday, December 3, 2024, Judge Amos Mazzant of the U.S. District Court for the Eastern District of Texas issued a memorandum opinion and order granting a nationwide preliminary injunction against the Corporate...more

12/6/2024  /  Beneficial Owner , Business Entities , Constitutional Challenges , Corporate Transparency Act , FinCEN , Preliminary Injunctions , Reporting Requirements
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