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
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
In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
The Delaware dam may not be bursting but there are signs that it is leaking. In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in...more
I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting. Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago. ...more
A great deal of attention, including in this blog, has been focused Delaware reincorporating in Nevada and other states. Despite the talk, I have not found many recent examples of publicly traded companies reincorporating in...more
Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada. Palkon v. Maffei, 2024 WL...more
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
I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an...more
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
Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada. The stockholders approved the proposed redomestication last...more
Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press. Tornetta v. Musk, 2024 WL...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). The case concerned a challenge to the proposed redomestications of TripAdvisor,...more
Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to...more
The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
2/13/2024
/ Attorney General ,
Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Directors ,
Inspection Rights ,
Inspections ,
Shareholders
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation...more
Last year, Vice Chancellor J. Travis Laster's ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated...more
Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. The case was brought in the...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a...more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation...more
In a recent post, UCLA Professor Stephen Bainbridge concludes: "And the law is that suits claiming woke directors breached their fiduciary duties by their decisions about how the corporation behaves in the political arena are...more
Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony. The issue in that case was the constitutionality of Pennsylvania's...more