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]
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
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
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
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
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
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
The U. S. Supreme Court has redirected escheatment of certain unclaimed funds from states that were previously presumed properly to claim the funds. In this decision, instead of escheating all of the unclaimed funds arising...more
For many years, it was commonly accepted that the corporation law of the State of Delaware was more “modern” or “advantageous” to corporations than the corporation law of most other states. In 1975, however, the General...more
In a recent decision, the Delaware Court of Chancery ruled that disputes regarding the internal affairs of a Delaware corporation, including stockholder inspection rights, are to be governed exclusively by Delaware law, even...more
A common question from UK and other European emerging technology companies considering U.S. expansion is where to establish their U.S. operations. The answer is not always “the Bay Area” or “New York;” the U.S. is a massive...more
I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware. One company in a recently filed proxy statement made the following claim (among others)...more
Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more