Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth. Despite these assets,...more
Delaware had barely birthed changes to Section 144 of its General Corporation Law when the Plumbers & Fitters Local 295 Pension Fund filed a complaint challenging those changes. The plaintiff seeks a declaration that the...more
The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada. In preliminary proxy materials filed yesterday with the...more
Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more
Vice Chancellor Leo Strine famously wrote that "Delaware law does not charter law breakers". In re Massey Energy Co., 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). Professor William J. Moon picks up on this theme in a...more
The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers...more
Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company's largest stockholder is Donald J. Trump, Jr. Given...more
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more
Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement. Sjunde...more
As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance. Currently, NRS 78.135 provides...more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more
2/14/2025
/ Board of Directors ,
California ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Investors ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities Regulation ,
Shareholders
During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical. That changed with one famous post by Elon Musk ("Never incorporate...more
Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada. Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025). This...more
Nearly one year ago, Vice Chancellor J. Travis Laster decided to apply Delaware's most onerous standard of review, entire fairness, to the decisions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. to reincorporate...more
I began writing about Nevada corporate law more than three decades ago with an article for the California Business Law Reporter entitled "The Nevada Corporation: Is it a Good Bet?" Over the years, I have written several...more
While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more
Late last year, I wrote that the the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers and 11...more
As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada. These companies include...more
I recently commented on the discussion of possible damage theories posited by Vice Chancellor J. Travis Laster in Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024). A commenter on my post noted that the Court discussed damages...more
In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following...more
In an opinion issued just after Christmas, Vice Chancellor J. Travis Laster ruled that a derivative lawsuit may proceed against the directors and officers of Fox Corporation. The plaintiffs are claiming that the directors...more
Last week Kevin M. LaCroix reported that the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers...more
A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued. Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more
After the premiere performance of Mozart's singspiel Entführung aus dem Serail (The Abduction from the Seraglio) in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too...more
12/16/2024
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Elon Musk ,
Incorporation ,
Publicly-Traded Companies ,
Shareholders ,
Tesla ,
Texas
Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for...more