News & Analysis as of

Shareholder Litigation Conversion

Hogan Lovells

Court of Chancery rules that supermajority voting provision did not apply to conversion

Hogan Lovells on

In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more

Allen Matkins

Can A Derivative Suit Survive Conversion?

Allen Matkins on

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Woods Rogers

Oyster Fight!

Woods Rogers on

I spend a lot of time handling cases on or near the waterfront.  One recent opinion caught my eye.  Judge Jackson ruled on a Motion to Dismiss concerning an oyster farm and distribution business.  The individual defendants...more

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