Robert Kimball

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

Delaware Amendments Provide Clarity on Conflicted Transactions and Books and Records Requests

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more

4/10/2025 / Board of Directors , Books & Records , Conflicts of Interest , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Fiduciary Duty , New Legislation , Safe Harbors , Shareholders

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

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