Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
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
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
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
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
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
In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be. Among other things, he responds to my argument that Nevada eschews Delaware law...more
Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened? His article analyzes the reasons that companies give for leaving Delaware for other...more
I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more
In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. I characterize...more
Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very...more
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
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...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
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...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
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
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
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
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
For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more
Yesterday's post discussed the meaning of the term "officer" under the California General Corporation Law. It may surprise no one that Delaware's statute, 8 Del. Code § 142, is different. Unlike Section 312 of the...more
In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more