News & Analysis as of

Corporate Restructuring Business Entities

Venable LLP

Type F Reorganizations: General Overview and the Problem of Dissenting Shareholders

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Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more

Frost Brown Todd

Advanced Section 1202 (QSBS) Planning for S Corporations - UPDATED March 2025

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Section 1202 provides for a substantial exclusion of gain from federal income taxes when stockholders sell qualified small business stock (QSBS). But a number of requirements must be met before a stockholder is eligible to...more

Barnea Jaffa Lande & Co.

Knesset Committee Approves Bill Easing Tax Relief in Restructuring

The Knesset Finance Committee approved a draft bill for second and third readings to ease the conditions for tax relief during corporate restructuring. The bill was first published in the initial draft bill within the tax...more

Walkers

Jersey – Creditor-Driven Winding up Regime in Jersey

Walkers on

Changes to the Companies Law in 2022 have increased the options available to creditors of insolvent Jersey companies - A creditor is now able to apply to the Jersey Court to wind up a company a liquidated claim against a...more

Allen Matkins

Trump Media Claims Corporate Law Decisions Are Better When Made Locals

Allen Matkins on

Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC.  The company's largest stockholder is Donald J. Trump, Jr.  Given...more

Allen Matkins

What About Texas?

Allen Matkins on

While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas.  Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will...more

Awatif Mohammad Shoqi Advocates & Legal...

Preventive Settlement and Restructuring Procedures Under the UAE Bankruptcy Laws

Running a business involves taking risks in order to continue to scale new grounds. Sometimes, these risks may not be successful, leading to debts. Even without risks, debts may be incurred as a result of not being able to...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Business Judgment Governs Decision to Reincorporate Outside of Delaware For Purpose of Reducing...

In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to...more

Vinson & Elkins LLP

Another Magnificent Seven Contemplates Texas: Will Meta Pursue Re-Domiciling in Texas After the Tripadvisor Decision?

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The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more

Hogan Lovells

Delaware court finds corporate charter cannot incorporate private agreement by reference

Hogan Lovells on

In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more

Orrick, Herrington & Sutcliffe LLP

Italy Founder Series: The Delaware Flip. A Bridge for Italian Startups to the U.S. Market

The United States represents a flourishing capital market and an advanced technological ecosystem, making it an attractive destination for startups worldwide. For European startups, particularly Italian ones, though,...more

Conyers

Top 5 British Virgin Islands Publications of 2024

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Our British Virgin Islands office’s most popular publications provided valuable insights on doing business in the jurisdiction, effective asset recovery tools, strategies for addressing modern legal challenges, corporate...more

K&L Gates LLP

Proposed Amendments to the Associations Incorporations Act 2015

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Background - On 19 September 2024, the Parliament of Western Australia introduced the Associations and Co-operatives Legislation Amendment Bill 2024 (Bill). The Bill makes amendments to the Associations Incorporation Act...more

Allen Matkins

What About Calexit?

Allen Matkins on

My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states.  In a recent article, Professor Bainbridge...more

Conyers

Locality of a Debt

Conyers on

For businesses that are family-owned and run in jurisdictions such as Hong Kong, Mainland China and Taiwan, it is common for beneficial ownership and control of the business enterprise to be vested in the shareholders of a...more

Sheppard Mullin Richter & Hampton LLP

Seven Commandments for the Financially Distressed Company

Most restructuring professionals will tell you that there is no “typical” restructuring. That is absolutely true. Every financially distressed business is different and the character and direction of its restructuring will be...more

Blake, Cassels & Graydon LLP

Doing Business in Canada

This Guide provides non-Canadians with an introduction to the laws and regulations that affect the conduct of business in Canada and, in particular, in the province of Ontario. In some cases, this Guide also identifies issues...more

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