News & Analysis as of

Corporate Conversions

Shumaker, Loop & Kendrick, LLP

Client Alert: Business Relocation – Converting Your Entity to a Florida Domicile

Florida has long been a magnet for businesses seeking a favorable economic climate, lower tax burdens, and a pro-business regulatory environment. For entities looking to leverage these advantages by relocating, converting an...more

Hogan Lovells

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

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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

Allen Matkins

Should Nevada Corporations Say Goodbye To Ratification Of Auditor Appointments?

Allen Matkins on

According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a...more

Allen Matkins

Judge Rules Shareholders Can Pursue Derivative Claim Following A "Conversion"

Allen Matkins on

A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more

Morris James LLP

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation

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Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more

Holland & Knight LLP

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

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everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Foster Garvey PC

A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary: Part X – Converting a...

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When considering converting a C corporation to an S corporation, tax advisers and taxpayers need to pay careful attention to the many perils that exist. Failure to pay close attention to the road in this area could result in...more

Fenwick & West LLP

Domestication with a Twist: A Tax Case Study

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The Internal Revenue Service’s new private letter ruling (PLR) concerned a domestication of a Foreign Parent corporation under U.S. ownership—with a few notable twists. First, the PLR applied a substance-over-form analysis to...more

Allen Matkins

Can A Derivative Suit Survive Conversion?

Allen Matkins on

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

Jones Day

Court of Chancery Applies Entire Fairness Standard to Conversion of Delaware Corporation to Nevada Corporation

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TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

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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

Lowenstein Sandler LLP

The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

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Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations. The delay...more

Rivkin Radler LLP

Pre-Consolidation Conversions in the Accounting World – Tax Considerations

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Another Change- Last week BDO confirmed that it was going to convert from an entity organized as a limited liability partnership under state law to one organized as a corporation. With that, BDO became the latest in a...more

Dorsey & Whitney LLP

New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

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On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities....more

Snell & Wilmer

California Corporate Conversion Statute Expanded

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On September 2, 2022, California Governor Gavin Newsom signed SB 49 into law, amending California Corporations Code §1151 (Cal. Corp. Code §1151) to allow domestic corporations to convert into foreign entity types as of...more

Allen Matkins

What Is The Difference Between A Statement Of Conversion And A Certificate Of Conversion?

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The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...more

Bradley Arant Boult Cummings LLP

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

Farrell Fritz, P.C.

Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

Farrell Fritz, P.C. on

It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more

Morrison & Foerster LLP - Government...

February 2021 Bid Protest Roundup (Law360 Spotlight)

This installment of our monthly Law360 bid protest spotlight considers: (1) a company’s successful challenge to an agency’s decision to take corrective action and reopen a competition the company had already won; (2) a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Future-Proofing: How To Plan a Successful Exit

Planning for an exit has never been more important for venture-backed companies than in the current volatile climate — which, though unpredictable because of the COVID-19 pandemic’s impact on the economy, is providing a...more

Lowenstein Sandler LLP

Do Delaware Conversions and Domestications Offer Appraisal Rights? Not under Delaware law.

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Business Law Today previously posted this piece discussing key Delaware General Corporate Law differences between merger, conversions and domestications.  A sometimes forgotten reason for a merger or other major corporate...more

Allen Matkins

Legislature To Consider Easing Corporate Conversions

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Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a...more

Nilan Johnson Lewis PA

Heath Care in the Minnesota Legislature: Update

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Things are heating up in the Minnesota legislature for nonprofit health care entities. Here are breakdowns of local bills that may affect these types of businesses should they become law....more

Patton Sullivan Brodehl LLP

Conversion to an LLC from Another Entity — What Rights and Liabilities Change?

Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes governing the conversion of an entity to an LLC...more

A&O Shearman

A Comparison of Divisive Merger Statutes in Delaware and Texas

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Effective August 1, 2018, the Delaware Limited Liability Company Act (DLLCA) was amended to include a new divisive merger statute. Unlike a traditional merger, whereby two or more entities merge to become one entity, a...more

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