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Publicly-Traded Companies Incorporation

Allen Matkins

Another Delaware Publicly Traded Company Proposes A Nevada Move

Allen Matkins on

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

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

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

Allen Matkins

Cave Delaware Aut Bene Dormi Delaware?

Allen Matkins on

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

Allen Matkins

Do Nevada Courts Ignore Delaware Precedents?

Allen Matkins on

In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be.  Among other things, he responds to my argument that Nevada eschews Delaware law...more

Allen Matkins

DExit - Would Oliver Cromwell Reincorporate In Nevada?

Allen Matkins on

Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened?  His article analyzes the reasons that companies give for leaving Delaware for other...more

Allen Matkins

Another Publicly Traded Delaware Corporation Propose Move To Nevada

Allen Matkins on

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada.  Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more

Conyers

IPOs – Themes and Trends 2024

Conyers on

When I last reviewed the themes and trends we are seeing for IPOs of Bermuda and Cayman companies from our office in Hong Kong in mid-2022, it was very much a tale of two cities. Two years later, there is little to indicate...more

Allen Matkins

No Exit: Stockholders Fail To Grant Leave To Leave Delaware For Nevada

Allen Matkins on

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  I characterize...more

Allen Matkins

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

Allen Matkins on

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more

Allen Matkins

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Allen Matkins on

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or...more

Allen Matkins

Are Delaware Corporations "Rolling Down Hill, Like A Snowball Headed For . . ."?

Allen Matkins on

For Delaware, are the good times really over for good?  University of Virginia School of Law Professor Michal Barzuza fears that they might in a recently posted a draft of her upcoming article entitled "Nevada v....more

International Lawyers Network

Establishing a Business Entity in the Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing a Business Entity in Italy (Updated)

1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more

Conyers

From Bermuda to the Oslo Børs and Beyond

Conyers on

The past few years have seen a growing number of companies incorporate in Bermuda and go on to list on the Oslo Stock Exchange. A key first step for some is listing on the exchange intended for small- and mid-cap companies:...more

Allen Matkins

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

Allen Matkins on

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money...more

International Lawyers Network

Establishing A Business Entity In The Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

International Lawyers Network

Establishing A Business Entity In India (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more

McDermott Will & Emery

Delaware Court Ruling Creates New Obstacle for Former SPACs

McDermott Will & Emery on

In a case filed simply to determine whether a plaintiff was entitled to attorneys’ fees and expenses for conferring a benefit on a corporation, the Delaware Court of Chancery held that the planned stockholder vote by the...more

International Lawyers Network

Establishing a Business Entity in Australia (Updated)

TYPES OF BUSINESS ENTITIES - There are a number of business structures to choose from when starting a new business venture in Australia. Investors need to determine which form of business organisation is the most...more

International Lawyers Network

Establishing A Business Entity In The Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing A Business Entity In Sweden (Updated)

1. DESCRIPTION OF THE TYPES OF ENTITIES AVAILABLE IN EACH JURISDICTION THROUGH WHICH TO CONDUCT BUSINESS AND MATTERS TO BE CONSIDERED WHEN CHOOSING A BUSINESS ENTITY TYPE - The most common form of business association in...more

International Lawyers Network

Establishing A Business Entity In Malaysia (Updated)

Methods of conducting business in Malaysia - In Malaysia, business may be conducted in the following manner: - (a) by an individual operating as a sole proprietor; or (b) by two or more (but not more than 20) persons...more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more

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