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...

Nevada Supreme Court Finds Want Of Personal Jurisdiction Over LLC Members

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...

California Air Resources Board Solicits Input On California Greenhouse Gas Emissions Disclosure Laws
Is This CARB Climate Corporate Data Accountability Act Enforcement Notice Legal?

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...

Court Finds Failure To Obtain Finance Lenders' License Does Not Render Commercial Loan Unenforceable, Illegal Contract

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...

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