Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
Thinking about where to incorporate your company? While Delaware has long been the go-to choice for startups formed as corporations in the US, we’ve observed that recent changes in the legal landscape and statements by public...more
A high-profile discussion has continued among many in the market over the status of Delaware as the favored state of incorporation compared to other states. Nevada and Texas have continued to engage in competitive efforts and...more
Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas. In 2025, Texas overhauled the Texas Business Organizations Code (the TBOC) to make the state more attractive for...more
For decades, Delaware has been the default choice for incorporation – either at formation or in anticipation of an initial public offering (IPO). As we noted in this June 2025 CapitalXchange article, recent developments have...more
On March 13, 2025, the Delaware Senate unanimously approved proposed amendments to the Delaware General Corporation Law, which would, among other things, provide a new safe harbor for “interested” transactions involving...more
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....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
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more