Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
6/5/2025
/ Articles of Incorporation ,
Business Entities ,
Corporate Governance ,
Corporations Code ,
Delaware General Corporation Law ,
General Corporation Law ,
Incorporation ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholders ,
State of Incorporation
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
5/29/2025
/ Acquisitions ,
Amended Legislation ,
Board of Directors ,
Constitutional Amendment ,
Controlling Stockholders ,
Corporate Governance ,
Corporations Code ,
Fiduciary Duty ,
Mergers ,
Proposed Amendments ,
Shareholders ,
State Constitutions ,
State of Incorporation
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
2/7/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Enforcement Actions ,
Entire Fairness Standard ,
Fiduciary Duty ,
Securities Litigation ,
Shareholder Approval ,
Shareholders ,
TripAdvisor
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
7/25/2024
/ Amended Legislation ,
Board of Directors ,
Commercial Contracts ,
Contract Terms ,
Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Governor Carney ,
New Legislation ,
Shareholder Activism ,
Shareholder Approval ,
Shareholders ,
Shareholders' Agreements
Background on Moonshot Award Practices -
In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more
1/4/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholders
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more
12/6/2022
/ Board of Directors ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Voting Rights
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more
4/5/2022
/ Board of Directors ,
Business Litigation ,
Constitutional Challenges ,
Corporate Counsel ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Institutional Shareholder Services (ISS) ,
LGBTQ ,
Motion for Summary Judgment ,
Municipalities ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
State and Local Government ,
State Constitutions