Race/Gender/Ethnicity Based Share Restrictions

Yesterday's post took note of a proposed initial public offering by Bally's Chicago, Inc. that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is intended to satisfy the requirements...

May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation, filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the development and operation...

Can DExit Be Ended By Amputating The Chancellor’s Foot?

During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical.  That changed with one famous post by Elon Musk ("Never incorporate your company in the state...

Is Lack Of Diversity The Cause Of DExit?

Suddenly, DExit has moved from the theoretical to the real.  Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada.  See

Is Pareto Optimality The Answer For Controlling Stockholder Transactions?

Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada.  Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025).  This holding reversed Vice...

Delaware Supreme Court Holds That While Timing May Not Be Everything, It Is Really Important When Looking For The Exit

Nearly one year ago, Vice Chancellor J. Travis Laster decided to apply Delaware's most onerous standard of review, entire fairness, to the decisions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. to reincorporate in Nevada.  Palkon v....

Après Musk, Le Déluge

I began writing about Nevada corporate law more than three decades ago with an article for the California Business Law Reporter entitled "The Nevada Corporation: Is it a Good Bet?" Over the years, I have written several other articles on Nevada...

Dropbox Discloses Plan To Move To Nevada

Home Means Nevada

As Predicted, Silicon Valley Bank Failure Will Test Fiduciary Duties Of Officers And Directors Under California Law

Late last year, I wrote that the the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers and 11 former directors of Silicon...

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