When the Delaware Supreme Court held in Maffei v. Palkon that Tripadvisor’s reincorporation from Delaware to Nevada should be reviewed under the business judgement rule and not the entire fairness standard (all but ensuring...more
On April 13, 2026, Vice Chancellor Bonnie David of the Delaware Court of Chancery dismissed three consolidated derivative actions against Tesla, Inc. and its directors, enforcing a Texas forum selection bylaw that was adopted...more
On April 13, 2026, the Delaware Court of Chancery dismissed three derivative suits in In re Tesla, Inc. Derivative Litigation based on Tesla’s forum selection bylaw requiring that those lawsuits be brought in Texas. All three...more
Key Takeaways: HB 797 will comprehensively modernize the Florida Nonprofit Corporation Act, with changes taking effect July 1, 2026....more
In the matter of L3Harris Technologies Integrated Systems L.P., the Government Accountability Office (GAO) denied a protest filed by L3Harris challenging the U.S. Army’s award to Sierra Nevada Company, LLC for the Army’s...more
From Taxable to Tax-Exempt Corp Travel back with me to 1986, if you will, and the repeal of the General Utilities doctrine. The Tax Reform Act of 1986 added Sec. 337(d) to the Code and directed the Treasury to prescribe...more
Under the Code and the Regulations issued thereunder, the gain or loss arising from the conversion of property into cash is treated as income realized or as loss sustained by the owner of the converted property, which the...more
As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer...more
Join Williams Mullen attorneys for our 2025 Fall Tax Forum, where we will dive into key developments shaping the U.S. federal tax landscape following the enactment of the One Big Beautiful Bill Act (the “OBBBA”) this past...more
The One Big Beautiful Bill Act (OBBB) has spurred even more interest among businesses that may qualify for the tax benefits associated with qualified small business stock (QSBS), including businesses that currently are...more
Given the recent amendments to Internal Revenue Code Section 1202,1 which increase the benefits of holding qualified small business stock (QSBS), many companies currently operating as tax partnerships may want to convert into...more
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
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
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
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
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
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
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
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
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
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
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
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
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
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