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Personal Jurisdiction Corporate Governance

Allen Matkins

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Allen Matkins on

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL...more

Venable LLP

Should I Register My Entity to Do Business in a State? Supreme Court Case Reminds Us of the Scope of Considerations

Venable LLP on

Clients frequently ask whether a business entity needs to register to do business in a particular state with which the entity has begun to have some degree of ongoing contact. In responding we typically consider the state's...more

Allen Matkins

Why Is McDonald's Former V.P. Being Judged In Delaware By Delaware Law?

Allen Matkins on

Vice Chancellor J. Travis Laster's recently ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by...more

Allen Matkins

Will Mallory Doom Delaware's Officer Exculpation Statute And Its Corporate Hegemony?

Allen Matkins on

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty...more

Allen Matkins

Why You May Not Want To Be A "Guiding Spirit"

Allen Matkins on

Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for...more

Allen Matkins

Court Finds No Personal Jurisdiction Over Foreign Director Of California Corporation

Allen Matkins on

Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation.  He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo.   Mr. Hemm...more

Allen Matkins

Is Delaware’s Hegemony Over Corporate Law About To End?

Allen Matkins on

In the realm of corporate law, Delaware has exercised hegemony for decades. But can or will it continue to lead the way? Professor Eric A. Chiappinelli issues a stark alarum in a soon to be published paper: The...more

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