News & Analysis as of

Foreign Corporations Delaware General Corporation Law

Morrison & Foerster LLP

I Have a Company That Was Formed in Another Country, but I Want to Set up My Business for Vc Investors (Ideally Having Them Invest...

Emerging companies formed outside the United States may want to redomicile their businesses to the United States to, among other things, enhance their fundraising prospects. U.S. venture capital investors often require...more

Allen Matkins

Qualifying Your Delaware Trust In California

Allen Matkins on

I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction.  Cal. Corp. Code...more

Allen Matkins

Court Of Appeal Finds No Right To Sue Directors In California

Allen Matkins on

In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw. California...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Allen Matkins

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Allen Matkins on

Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can’t vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the...more

Allen Matkins

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Allen Matkins on

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Allen Matkins

Does California Corporate Law Really Govern 20% of All Public Companies?

Allen Matkins on

On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more

Polsinelli

Delaware Supreme Court: No General Jurisdiction Over Non-Delaware Businesses Simply by Virtue of Registering to Do Business in...

Polsinelli on

Merely registering to do business in Delaware does not subject a non-Delaware company to the general jurisdiction of Delaware courts. In Genuine Parts Company v. Cepec, Delaware Supreme Court Chief Justice Leo E....more

Allen Matkins

Why Some Delaware Corporations Will Want To Waive This California Statute

Allen Matkins on

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

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