News & Analysis as of

Corporate Restructuring Business Entities Shareholders

Venable LLP

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

Venable LLP on

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

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

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

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?

Vinson & Elkins LLP on

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

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

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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