Can Office to Residential Conversions Help Revitalize Downtown? (Audio)
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
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
In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following...more
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
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
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
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
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
Earlier this week, I noted that the stockholders of Fidelity Financial Inc. failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The vote was hardly decisive because more...more
Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very...more
Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada. Palkon v. Maffei, 2024 WL...more
In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. into Nevada. As noted in this post, Vice...more
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to...more
Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more
Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence. In the face of tremendous market uncertainty, PIPE transactions offer...more
In reviewing notable guaranty cases from 2017 while preparing this year’s updates and edits for CEB’s top-notch treatise, California Mortgages, Deeds of Trust, and Foreclosure Litigation, we came across an opinion that...more
Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more
A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more