News & Analysis as of

Conversion

Hogan Lovells

Court of Chancery rules that supermajority voting provision did not apply to conversion

Hogan Lovells on

In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more

Sheppard Mullin Richter & Hampton LLP

No Credit Where It Isn’t Due: The Importance of Preemption and Inventorship in Patent Law

Mr. Storms, an individual with significant experience with Bitcoin mining, is the founder and sole employee of BearBox LLC. Mr. McNamara and Dr. Cline co-founded Lancium in November 2017 with the intention of co-locating...more

Legal Internet Solutions Inc.

Is Your Law Firm Homepage Missing the Mark? Lessons from Our Recent Study

Your law firm’s homepage is like a handshake — it sets the tone for every subsequent interaction. Visitors decide in seconds if they trust your firm enough to take the next step. Great news: you can create a powerful homepage...more

Pillsbury - Gravel2Gavel Construction & Real...

Designing, Constructing and Converting Data Centers and Crypto Mines

The ever-increasing demand for digital infrastructure, coupled with continuing cryptocurrency demand volatility, has generated significant interest in transforming building improvements housing crypto mining farms into modern...more

Ward and Smith, P.A.

Preserve or Perish: The North Carolina Supreme Court Reinforces Rule 50 Specificity in Vanguard Pai Lung v. Moody

Ward and Smith, P.A. on

While this requirement is not new, the Court’s decision formally adopts a line of Court of Appeals precedent that enforces this rule with precision, particularly in complex cases involving multiple claims or defenses. The...more

Holland & Knight LLP

Zoning Change Allows Conversion of Ground Floor Nonresidential Uses to Residential Uses

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As discussed in previous Holland & Knight alerts on Dec. 10 and Dec. 18, 2024, New York City recently made comprehensive changes to its Zoning Resolution, known collectively as City of Yes for Zoning for Housing Opportunity...more

Goodwin

Six Bright Spots in Commercial Real Estate, in Charts

Goodwin on

Data centers, office conversions, and real estate deals are some of the trends we’re thinking about prior to Goodwin’s annual Real Estate Capital Markets (RECM) Conference. Green shoots are emerging in commercial real...more

Jones Day

Delaware Supreme Court Reverses Chancery Court and Applies Business Judgment Review to Reincorporation

Jones Day on

Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more

Shook, Hardy & Bacon L.L.P.

Authenticity Case Brought Against Florida Gallery

The question of how much diligence buyers must demonstrate may be considered in a new authenticity case brought recently in the Miami-Dade County Circuit Court against a Miami gallery for selling $6 million in fake Andy...more

Fitch, Even, Tabin & Flannery LLP

IP Alert: Federal Circuit Addresses Inventorship and Conversion Claim from Industry Summit

On January 13, in BearBox LLC v. Lancium LLC, the Federal Circuit addressed issues related to inventorship and state law conversion claims that stemmed from exchanges between two individuals, Mr. Storms and Mr. McNamara, at...more

Troutman Pepper Locke

Delaware Court of Chancery Holds That Proposed Conversion Did Not Trigger a Blocking Right Covering Charter Repeals

Troutman Pepper Locke on

In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a charter provision requiring supermajority stockholder approval to amend or repeal The Trade Desk, Inc.’s (Trade Desk) charter was not triggered...more

Allen Matkins

Was A Discussion Of Damage Calculation Necessary In TripAdvisor?

Allen Matkins on

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

Allen Matkins

What's Damages Got To Do With TripAdvisor?

Allen Matkins on

In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following...more

Holland & Knight LLP

Additional Modifications to Zoning Resolution Under City of Yes for Housing Opportunity

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New York City Mayor Eric Adams announced in June 2022 the City of Yes zoning initiative, intended to modernize and update the City's Zoning Resolution by promoting environmental sustainability, easing restrictions on small...more

Allen Matkins

This Delaware Doctrine Makes Nevada Conversions Easier

Allen Matkins on

Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation.  Predictably, a stockholder challenged the proposed reincorporation.  Gunderson v. The Trade Desk, Inc., 2024 WL...more

Lewitt Hackman

Franchisee 101: Kicking Injunctions to the Curb

Lewitt Hackman on

A Kansas district court denied a franchisor’s motion for preliminary injunction against its former franchisee who engaged in competing businesses immediately after terminating the franchise relationship....more

Cole Schotz

City of Yes Proposal Offers Increased Housing Development Opportunities

Cole Schotz on

For over a year now, the City of Yes (“CoY”) zoning update, which aims to bring back more flexibility and density in development across the City, has been a hot topic of conversation in the New York City development sphere....more

Venable LLP

Protecting Your Intellectual Property Rights in Data

Venable LLP on

To protect its data and better compete in the market, an organization must treat its data as an intellectual property. That means understanding the different intellectual property regimes and their accompanying requirements....more

Allen Matkins

Stockholders Fail To Approve Proposal To Reincorporate Nevada Corporation In Delaware

Allen Matkins on

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May,  Kintara Therapeutics, Inc., a Nevada corporation,...more

Allen Matkins

New Law Expands Multifamily ADU Opportunities

Allen Matkins on

Attention Multifamily Owners: SB 1211 (Skinner) was just signed into law last Thursday, September 19, 2024, which significantly expands multifamily ADU opportunities, effective January 1, 2025....more

Fox Rothschild LLP

Does a Dissenting Opinion Control the Supreme Court?

Fox Rothschild LLP on

A dissenting opinion in the Court of Appeals has long been a litigant’s Golden Ticket, at least until a recent statutory change. The mere existence of the dissent bestowed an automatic right of appeal to the Supreme Court of...more

Husch Blackwell LLP

Proposed Federal Legislation Aims to Address Underutilized Commercial Real Estate

Husch Blackwell LLP on

Earlier this summer, bipartisan legislation was introduced in the U.S. House of Representatives aimed at spurring the redevelopment of existing underutilized or vacant commercial properties and converting them for residential...more

Allen Matkins

Is Nevada's Corporate Law "One Of The Most Comprehensive And Progressive State Corporate Acts"?

Allen Matkins on

In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada.  The company has now filed...more

Allen Matkins

Nevada's Secretary Of State Urges Delaware Supreme Court To Eschew "Exit Tax"

Allen Matkins on

In a May post, I observed: As a long-time beneficiary of corporations fleeing other jurisdictions, Delaware may be tempted to put the brakes on its own corporations wishing to flee to the sunny uplands of other states. ...more

Allen Matkins

Israel Headquarted Company Approves Move From Delaware To Nevada

Allen Matkins on

As the debate continues regarding DExit, I have been on the lookout for companies making the move from Delaware to Nevada.  Recently, I came across this information statement filed by Viewbix Inc., a digital advertising...more

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