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
The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity. A recent post by Professor Stephen Bainbridge illustrates this point...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
On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of...more
Earlier this month, Nevada Assemblymember Erica Roth introduced a bill, A.B. 158, to authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the entity...more
As the courts wrestle with various challenges to the Corporate Transparency Act, Congress is also taking an interest. Last week, the House of Representatives passed H.R. 736 which would allowcompanies formed or registered...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
Recent posts have discussed a registration statement filed Bally's Chicago, Inc. for an offering that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is...more
Yesterday's post took note of a proposed initial public offering by Bally's Chicago, Inc. that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is intended to...more
Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the...more
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
Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to...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
In a recent post, I questioned why personal jurisdiction was unquestioned. Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court's recent order in Rich v. Eighth Jud. Dist....more
I recently published a post questioning the legality of the California Air Resources Board's Enforcement Notice. The California legislature charged CARB with the responsibility of implementing SB 253 (Wiener) and SB 261...more
The California Financing Law provides that “[n]o person shall engage in the business of a finance lender or broker without obtaining a license from the commissioner.” Cal. Fin. Code § 22100(a). The CFL further provides...more
Recently, UCLA Professor Stephen Bainbridge posted this critique of California's climate disclosure laws - SB 253 and SB 261. Readers of this blog will recall that SB 253 requires "reporting entities" to disclose Scope 1, 2...more
Earlier this week, President Donald Trump remarked that he is "thinking in terms of 25%" tariffs on goods imported from Mexico and Canada". A tariff is a tax levied upon imported goods. When goods enter the United States,...more
As discussed in yesterday's post, California's anti-price gouging statute, Penal Code Section 396, is triggered upon the proclamation of a state of emergency by either the President of the United States or the Governor. ...more
On January 7, 2025, Governor Newsom proclaimed a State of Emergency in Los Angeles and Ventura Counties due to the fire in the Pacific Palisades and windstorm. This proclamation triggered price the application of California...more
In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more