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Nevada Shareholders Fiduciary Duty

A&O Shearman

Delaware Chancery Court Applies Entire Fairness To State Of Incorporation Conversions

A&O Shearman on

On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied in part and granted in part a motion to dismiss a stockholder action against TripAdvisor, Inc. and its parent (together, the...more

Allen Matkins

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

Allen Matkins on

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money...more

Allen Matkins

TripAdvisor Suit Invites Delaware To Become The Hotel California

Allen Matkins on

Last week, I wrote about a pending challenge to the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada.  The plaintiffs are claiming that these redomestications would...more

Allen Matkins

Officer Exculpation Is Old News And Automatic In This State

Allen Matkins on

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a...more

Allen Matkins

Delaware Finally Catches Up To Nevada (Well, Not Quite)

Allen Matkins on

Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For...more

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