Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
5/29/2025
/ Acquisitions ,
Amended Legislation ,
Board of Directors ,
Constitutional Amendment ,
Controlling Stockholders ,
Corporate Governance ,
Corporations Code ,
Fiduciary Duty ,
Mergers ,
Proposed Amendments ,
Shareholders ,
State Constitutions ,
State of Incorporation
Delaware has long been the jurisdiction of choice for corporations, but certain recent controversial judicial decisions have resulted in a number of high-profile companies reincorporating (or considering reincorporation) into...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
2/7/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Enforcement Actions ,
Entire Fairness Standard ,
Fiduciary Duty ,
Securities Litigation ,
Shareholder Approval ,
Shareholders ,
TripAdvisor
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
9/24/2021
/ Appeals ,
Carve Out Provisions ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Tort Claims ,
Dilution ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation
In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the...more
A recent Delaware Chancery Court decision dismissing derivative fiduciary duty claims has significance for public companies with board members who are associated with venture capital firms. ...more
9/8/2015
/ Cybersecurity ,
Data Protection ,
Data Security ,
DE Supreme Court ,
Derivative Suit ,
Fiduciary Duty ,
Financial Adviser ,
Financial Institutions ,
Financial Markets ,
Pensions ,
Popular ,
Publicly-Traded Companies ,
Startups ,
Stocks ,
Venture Capital