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...
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....
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...
Home Means Nevada
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...
In a recent post, I questioned why personal jurisdiction was unquestioned. See Questioning Delaware's Control Over Controlling Stockholders. Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court's...
Recently, UCLA Professor Stephen Bainbridge posted this critique of California's climate disclosure laws - SB 253 and SB 261. Readers of this blog will recall that SB 253 requires "reporting entities" to disclose Scope 1, 2 & 3 greenhouse gas...
The California Financing Law provides that “[n]o person shall engage in the business of a finance lender or broker without obtaining a license from the commissioner.” Cal. Fin. Code § 22100(a). The CFL further provides that if any provision of the...