Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company's largest stockholder is Donald J. Trump, Jr. Given Trump pere's affiliation with Elon Musk and...
Recent Posts
While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will follow Mr. Musk's lead. SMU...
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. See Are Bylaws Required? As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...
It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state in which most...
In California's continuing war on businesses, a legislator recently introduced a bill to enact the "Polluters Pay Climate Superfund Act of 2025", AB 1243 (Addis). This bill would establish the a program to be administered by the California...
Will The First State No Longer Be First?
Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement. Sjunde AP-Fonden v. Activision...
The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity. A recent post by Professor Stephen Bainbridge illustrates this point:
As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance. Currently, NRS 78.135 provides:
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