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Delaware

Allen Matkins

The State Of Nevada Vilipends Vice Chancellor Laster's Ruling In Maffei v. TripAdvisor

Allen Matkins on

Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to...more

K&L Gates LLP

The Continued Evolution of Caremark Oversight Liability

K&L Gates LLP on

In the last year, Delaware courts have issued several notable opinions that further define—and in some cases expand—the scope of liability for failures of oversight at a corporation. Claims by shareholders that one or more...more

Allen Matkins

Where Corporations Most Often Propose To Reincorporate

Allen Matkins on

Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada.  An appendix to the company's definitive proxy statement includes a table of Proposed Reincorporations, Proxy Filings from...more

Allen Matkins

Yet Another Corporation Proposes Move From Delaware To Nevada

Allen Matkins on

Regular readers of this blog will know that Nevada corporate law has been a long-time interest for me.  That interest began several decades ago when I wrote the first treatise on Nevada corporate law.  That treatise was...more

Dechert LLP

Delaware Court of Chancery Emphasizes the High Burden of Pleading Oversight Claim

Dechert LLP on

Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.” Court...more

Allen Matkins

Stockholders Fail To Approve Proposal To Reincorporate Nevada Corporation In Delaware

Allen Matkins on

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May,  Kintara Therapeutics, Inc., a Nevada corporation,...more

Morrison & Foerster LLP

Kodiak Two Years Later: Is Delaware’s Blue Pencil Turning Red for Non-Competes?

October 6, 2024 marks the two-year anniversary of Kodiak Building Partners, LLC v. Adams—the case in which the Delaware Chancery Court refused to enforce a sale-of-business non-compete against an executive who received $1...more

AEON Law

Patent Poetry: Federal Circuit Vacates Ruling for Failing to Apply Presumption of Patent Validity

AEON Law on

The Federal Circuit has vacated a District of Delaware ruling in a patent case which found that patent claims asserted by Astellas Pharma were invalid under 35 U.S.C. § 101 for being directed to an abstract idea. The Federal...more

Allen Matkins

Has Professor Solomon Rebutted Vice Chancellor's Theory Of Damages In Palkon v. Maffei?

Allen Matkins on

Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. ...more

Allen Matkins

In Proposing Move From Delaware To Nevada, This Corporation Cites The Burden Of MFW

Allen Matkins on

Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders.  The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to...more

Holland & Hart LLP

the buzz: Cannabis News & Policy Update - September 2024

Holland & Hart LLP on

Welcome back to the buzz, our monthly cannabis news and policy update. Your at-a-glance source for regulatory developments, agency announcements, and trends impacting the cannabis industry. This month's highlights include:...more

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

DLA Piper

Delaware District Court Sheds Light on Standards for Dismissal of Chapter 11 Case Based on Bad Faith

DLA Piper on

On August 28, 2024, Judge Gregory B. Williams of the US District Court for the District of Delaware issued a ruling in AIG Financial Products Corporation, Civ. No. 23-573, affirming an order on appeal from the Delaware...more

Proskauer - Employee Benefits & Executive...

“Boomerang” Indemnification/Advancement-Gilbert v. Unisys

Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement...more

Proskauer Rose LLP

Wealth Management Update - September 2024

Proskauer Rose LLP on

The September 2024 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 4.8%, a decrease from the August 2024 rate of 5.2%. The September applicable federal rate (“AFR”) for use...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

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

DarrowEverett LLP on

Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Allen Matkins

Another Delaware Corporation Announces Stockholder Approval Of Nevada Reincorporation

Allen Matkins on

I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more

Foley Hoag LLP - Cannabis and the Law

Delaware Kicks Off Adult Use Marijuana Licensing Round

Delaware is set to commence its adult-use cannabis industry through a license application period that opens on September 1, 2024, and closes on September 30, 2024. Importantly, Delaware does permit vertical integration and...more

Cadwalader, Wickersham & Taft LLP

The Delaware General Assembly Approves Amendments to the DGCL – Effective August 1, 2024

On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring...more

Allen Matkins

Is Nevada's Corporate Law "One Of The Most Comprehensive And Progressive State Corporate Acts"?

Allen Matkins on

In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada.  The company has now filed...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

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California...

Allen Matkins on

Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation.  According to the bill's synopsis, this new provision...more

PilieroMazza PLLC

When a Protégé Rebels Against Its Mentor: The Price Contractors Pay for Not Knowing Fiduciary Duties

PilieroMazza PLLC on

What happens when a protégé rebels against its mentor? In a recent decision from the Eleventh Circuit, Yorktown Sys. Grp. Inc., v. Threat Tec LLC, the court had to deal with such a question after Threat Tec, the protégé and...more

Allen Matkins

Israel Headquarted Company Approves Move From Delaware To Nevada

Allen Matkins on

As the debate continues regarding DExit, I have been on the lookout for companies making the move from Delaware to Nevada.  Recently, I came across this information statement filed by Viewbix Inc., a digital advertising...more

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