Personal Jurisdiction Part 2: The Ford Cases [More With McGlinchey Ep. 8]
Personal Jurisdiction: Not what you learned in law school [More with McGlinchey Ep. 4]
Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more
Consider incorporating in the Buckeye State - the home of championship college football teams and sensible, business friendly corporate laws. Recent developments have called into question the prevailing wisdom of choosing...more
Following the decision that validated The Trade Desk’s reincorporation from Delaware to Nevada back in November 2024, the judge overseeing the challenged reincorporation of Tesla from Delaware to Texas has ruled that Tesla’s...more
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
One of the first decisions that a business owner must make is selecting a state of incorporation. This is a decision not to be taken lightly, as the state of incorporation affects many aspects of the new business. While Texas...more
My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL...more
Motor carriers and private fleet operators need to weigh several critical factors when deciding where to register and plate their motor vehicles and equipment (trailers, flatbeds, tanker units, etc.). Selecting the right...more
On 8 October 2024, the Investment Association (IA) updated its Principles of Remuneration (and supporting guidance) (the IA Principles). These principles, and the accompanying guidance, are significantly more flexible and...more
Nonprofits periodically ask how they can change their legal domicile or state of incorporation from one state to another. For some, an evolution in the location of physical or virtual headquarters, the type and nature of...more
In a May post, I observed: As a long-time beneficiary of corporations fleeing other jurisdictions, Delaware may be tempted to put the brakes on its own corporations wishing to flee to the sunny uplands of other states. ...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
Question: When crafting a severance agreement, should you follow the guidelines of the state the employee resides/works in or the state where the company is incorporated?...more
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
Court: Supreme Court of New York, New York County - Plaintiffs Michele Stuck and Jack Bannister, individually and as executors of the estate of Penelope Rigsby, brought an action against countless cosmetic manufacturers,...more
One of the first questions we receive from founders who are ready to legally form a company is where they should incorporate. The conventional wisdom is that for most companies intending to obtain outside financing, Delaware...more
In a recent decision, Mallory v. Norfolk Southern Railway Co., the U.S. Supreme Court opened the door for companies to face lawsuits in the state where they have registered to do business. The ruling stems from a case...more
On June 27, 2023, the Supreme Court of the United States held 5-4 that a Pennsylvania statute requiring an out-of-state company to submit to general personal jurisdiction within the Commonwealth when registering to do...more
On June 27, 2023 the United States Supreme Court issued its opinion in Mallory v. Norfolk Southern Railway Co., No. 21-1168 (2023) vacating the Pennsylvania Supreme Court’s decision, which held that it was a violation of the...more
On June 27, the U.S. Supreme Court upheld a Pennsylvania law that requires companies to consent to being sued in its state courts as a condition of registering to do business there. In Mallory v. Norfolk Southern, the Court...more
The US Supreme Court has held that companies can be forced, as a condition of doing business in a state, to agree to be sued in that state’s courts — even if the lawsuit has nothing to do with that state. In its June 27,...more
Let’s say that your company is incorporated in Michigan, headquartered in Michigan, and does business there and in a dozen other states. One of your customers in Texas claims the products it purchased from you and that you...more
The Supreme Court held that a corporation can be subject to personal jurisdiction in a state in which it has registered to do business—solely on that basis, and regardless of the extent of its operations in that state. ...more
A new decision by the United States Supreme Court has greatly expanded the locations where corporations can be sued. Traditionally, corporations are considered to be citizens of the states in which they are incorporated or...more
Plaintiffs’ counsel rejoice, defense counsel take note, and businesses beware. Daimler has been diminished and businesses are no longer only subject to general jurisdiction in states in which they are incorporated or...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