What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada. An appendix to the company's definitive proxy statement includes a table of Proposed Reincorporations, Proxy Filings from...more
Regular readers of this blog will know that Nevada corporate law has been a long-time interest for me. That interest began several decades ago when I wrote the first treatise on Nevada corporate law. That treatise was...more
Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.” Court...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
October 6, 2024 marks the two-year anniversary of Kodiak Building Partners, LLC v. Adams—the case in which the Delaware Chancery Court refused to enforce a sale-of-business non-compete against an executive who received $1...more
The Federal Circuit has vacated a District of Delaware ruling in a patent case which found that patent claims asserted by Astellas Pharma were invalid under 35 U.S.C. § 101 for being directed to an abstract idea. The Federal...more
Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. ...more
Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders. The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to...more
Welcome back to the buzz, our monthly cannabis news and policy update. Your at-a-glance source for regulatory developments, agency announcements, and trends impacting the cannabis industry. This month's highlights include:...more
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a...more
On August 28, 2024, Judge Gregory B. Williams of the US District Court for the District of Delaware issued a ruling in AIG Financial Products Corporation, Civ. No. 23-573, affirming an order on appeal from the Delaware...more
Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement...more
The September 2024 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 4.8%, a decrease from the August 2024 rate of 5.2%. The September applicable federal rate (“AFR”) for use...more
In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and them of her...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more
Delaware is set to commence its adult-use cannabis industry through a license application period that opens on September 1, 2024, and closes on September 30, 2024. Importantly, Delaware does permit vertical integration and...more
On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring...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
I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?". 14 CEB California Business Law Reporter 259 (1992). In the ensuing decades, I have...more
Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision...more
What happens when a protégé rebels against its mentor? In a recent decision from the Eleventh Circuit, Yorktown Sys. Grp. Inc., v. Threat Tec LLC, the court had to deal with such a question after Threat Tec, the protégé and...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
Ryanair recently prevailed in a jury trial in Delaware Federal District Court when the jury determined that Booking.Com B.V. violated the U.S. Computer Fraud and Abuse Act (CFAA) by engaging in "screen scraping" of data...more
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