I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and...more
Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a...more
California legislators are introducing the first bills in the current biennium. One of these bills, AB 83 (Pacheco), would add an entirely new division to the California Financial Code. This new division would consist of a...more
As has been widely reported, U.S. District Court Judge Amos L. Mazzant in early December of last year preliminarily enjoined the CTA and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL 5049220...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
American businesses have been experiencing whiplash over the status of the Corporate Transparency Act. In early December of last year, Judge Amos L. Mazzant's preliminarily enjoined the CTA and its implementing...more
Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied. See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different...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
As explained in this Alert, the Fifth Circuit Court of Appeals in an abrupt volte-face has reinstated the nationwide injunction against enforcement of the Corporate Transparency Act’s Beneficial Ownership Information...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
This Alert is an update to our Alert dated December 24, 2024, available here and supersedes the information set forth in the December 24, 2024 Alert in its entirety. On December 26, in a rapid reversal of direction, a...more
12/31/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
FinCEN ,
Injunctions ,
Popular ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Vacated
I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D. One of the entities settling with the SEC is a registered...more
This Alert covers updates from the Financial Crimes Enforcement Network (FinCEN) regarding Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements resuming. In light of the federal Court...more
12/26/2024
/ Anti-Corruption ,
Anti-Money Laundering ,
Appeals ,
Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays ,
Time Extensions
In 1729, the Anglo-Irish clergyman Jonathan Swift devised what he called a "modest proposal" to for preventing the children of poor people from becoming a burden to their parents and country. In a nutshell, he proposed that...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
Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more
If you ask for a definition of "franchise" in California law, there are at least three answers. Two are statutory and one is judicial. Corporations Code Section 31005 defines "franchise" for purposes of California's...more
In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the...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
In September, the Uniform Law Commission adopted the Uniform Antitrust Pre-Merger Notification Act. The ULC does not, of course, actually enact any laws, it merely drafts and promotes laws that it would like to see made...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
Earlier this month, U.S. District Court Judge Amos L. Mazzant preliminarily enjoined the Corporate Transparency Act and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). Two...more
According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain". That does not answer the...more
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