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Shareholders Business Entities

Weintraub Tobin

Navigating Business Interests as a Fiduciary in California

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Administering a trust or probate estate is challenging enough—but what happens when you, as a private professional fiduciary, are tasked with managing a business interest? Whether you’re a professional trustee, conservator,...more

Hogan Lovells

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

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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

Bracewell LLP

Texas Adopts Significant Pro-Business Corporate Law Reforms

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With a pair of bills signed by Texas Governor Greg Abbott on May 14, 2025, and May 20, 2025, Texas took a major step in positioning itself as the pro-business jurisdiction of choice for public and private companies. The...more

Bradley Arant Boult Cummings LLP

New Formation and Governance Considerations: Taking Advantage of Texas SB 29

Texas Gov. Greg Abbott signed into law Senate Bill 29 (SB 29) on May 14, 2025. SB 29 amends the Texas Business Organizations Code’s (TBOC) provisions regarding corporate governance, director and officer liability, shareholder...more

Fenwick & West LLP

Texas Adopts Law Permitting Limits on Shareholder Proposals

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On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more

Allen Matkins

Judge Rules Shareholders Can Pursue Derivative Claim Following A "Conversion"

Allen Matkins on

A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more

Hendershot Cowart P.C.

Texas Senate Bill 29: New Business Liability Protections and Governance Reforms for SMBs

Hendershot Cowart P.C. on

Texas Senate Bill 29 (SB 29), signed into law by Governor Abbott on May 14, 2025, and effective immediately, introduces substantial changes to the Texas Business Organizations Code that affect how businesses operate in the...more

Vinson & Elkins LLP

Actions for Corporations to Obtain the Benefits of Amendments to the Texas Business Organizations Code

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On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more

Fox Rothschild LLP

Prepare Now for Changes to the Minnesota Business Corporation Act

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Minnesota corporations should review their articles and bylaws to determine whether they should be updated in light of recently enacted amendments to the Minnesota Business Corporation Act (MBCA), which take effect on Aug. 1,...more

International Lawyers Network

Establishing a Business Entity in Romania (Updated)

1. Types of Business Entities - When entering the Romanian market, foreign investors have the option of incorporating a new legal entity with a Romanian legal personality, or setting up a unit of a foreign mother...more

Katten Muchin Rosenman LLP

Texas Governor Signs New Business-Friendly Governance Law to Promote In-State Corporate Growth: Senate Bill 29 Analysis

On May 14, 2025, Texas Governor Greg Abbott signed Senate Bill 29 (SB 29), which had been passed by the Legislature on May 7. The Bill, effective immediately, amends various provisions of the Business Organizations Code to...more

International Lawyers Network

Establishing a Business Entity in Mexico (Updated)

I. General Overview - As of April 2024, Mexico has a population of approximately 132.3 according million people to the Mexican National Population Counsil (Consejo Nacional de Población). Covers a land area of 1,964,375...more

Allen Matkins

In More Bad News For Delaware, Nevada Legislature Proposes To Allow Jettisoning Jury Trials For "Internal Actions"

Allen Matkins on

I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To...more

Keating Muething & Klekamp PLL

Documentation is Key When Claiming QSBS Benefits

In recent years, the utilization of qualified small business stock (“QSBS”) under Section 1202 has grown considerably. Many businesses are formed as corporations at conception, private equity investors calculate the tax...more

Orrick, Herrington & Sutcliffe LLP

UK Founder Series: Charting a New Course – Reincorporating Outside Delaware

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

Rivkin Radler LLP

State Taxation of a Nonresident’s Gain from the Sale of Stock –The Shot Heard Round the Country?

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Last month, Bloomberg carried an article about a “small but growing trend” of states that are either cutting their individual income taxes or phasing them out entirely. According to the article, the states adopting these...more

Thomas Fox - Compliance Evangelist

Sunday Book Review: April 27, 2025, The Books on Business for May Edition

In the Sunday Book Review, Tom Fox considers books that would interest the compliance professional, the business executive, or anyone who might be curious. These could be books about business, compliance, history, leadership,...more

Morris James LLP

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation

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Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more

International Lawyers Network

Establishing a Business Entity in Liechtenstein (Updated)

The Principality of Liechtenstein lies at the centre of Europe, nestled between Switzerland and Austria, next to the river Rhine. The form of government is a constitutional monarchy established on democratic parliamentary...more

Jaburg Wilk

Understanding Arizona Benefit Corporations: A New Era of Business with Purpose

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In today’s rapidly evolving business landscape, many companies are seeking ways to operate not just for profit, but also for a purpose. Arizona has embraced this movement through its recognition of Benefit Corporations, a...more

International Lawyers Network

Establishing a Business Entity in Malta (Updated)

Introduction - With its corporate laws based upon those of the UK, Malta has incorporated laws and principles into its own legislation, providing comfort and security to the commercial and business community. The most...more

Conyers

Sunrise Radio Considered – Is a Debt-for-equity Swap Carried Out at an Undervalue Unfairly Prejudicial?

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On 27 March 2025, the Eastern Caribbean Supreme Court, sitting in the Territory of the Virgin Islands, handed down its decision in BVIHCMAP2024/0002 Amstel Investment Holdings Limited and others v AMS Holdings Limited and...more

Goodell, DeVries, Leech & Dann, LLP

Attorneys Must Clarify Their Role to Clients

Earlier this year, the ABA Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 514 addressing a lawyer’s obligations for advising an organizational client when the advice might also be relied...more

Allen Matkins

Fidelity National Financial, Inc. Takes Another Run On Nevada Move

Allen Matkins on

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the...more

Pillsbury Winthrop Shaw Pittman LLP

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more

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