Are Delaware Corporations "Rolling Down Hill, Like A Snowball Headed For . . ."?

For Delaware, are the good times really over for good? 

TripAdvisor Suit Invites Delaware To Become The Hotel California

"You can check out any time you likeBut you can never leave"

Lawsuit Challenges TripAdvisor's Proposal To Move From Delaware To Nevada

Earlier this month, TripAdvisor, Inc. filed preliminary proxy materials that include a proposal to redomesticate the company from Delaware to Nevada.  Within days a lawsuit was filed in the Delaware Court of Chancery challenging the move and a...

Is There A President AI In Your Corporation's Future?

Artificial intelligence (AI) has attracted a great deal of attention of late.  Last week, for example, CNN headlined a recent story "Elon Musk warns AI could cause ‘civilization destruction’ even as he invests in it". If AI can write a credible term...

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

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 Nevada corporations,...

Here Is Something A Board Can Do Under Nevada, But Not California, Law

The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the board consist of at least...

Should Boeing Fly To Nevada?

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative LitigationUCLA Professor Stephen Bainbridge declaimed that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law...

Nevada Supreme Court Finds Board Resolution In Merger Agreement

In 2016, respondent China Yida Holding, Co. (CY), a Nevada corporation, merged with a private holding company, taking CY private and delisting it from the Nasdaq stock exchange.  The merger agreement and the proxy statement filed with the Securities...

Nevada Supreme Court: Inherent Fairness Standard Cannot Be Used To Rebut The Business Judgment Rule

Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation." NRS 78.138(3)....

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