Why Haven't More Corporations Reincorporated In Nevada?

A great deal of attention, including in this blog, has been focused Delaware corporations reincorporating in Nevada and other states.  See, e.g., Reasons To Quit Delaware Are Gettin' Bigger Each Day and Are Delaware Corporations "Rolling Down Hill,...

Reverse Stock Splits And The California Corporate Securities Law

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange listing requirements....

Judge Rules Plaintiff Lacked Standing To Claim Damages Whilst Still Holding Securities

Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices.  One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a security in this state, by...

California Seeks To Delay Demise Of California Climate Related Disclosure Statutes, But Why?

In February, I noted that the Chamber of Commerce of the United States of America and several others filed suit in the Central District Court challenging two laws passed last year.  See As Foretold, California's New Forced Speech Laws Are Being...

Boilerplate Risk Factors - Is Nicolai Ivanovich Lobachevsky To Blame?

A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023.  Stephen Choi, Mitu Gulati, Xuan Liu, and Adam Pritchard, Covid-19 Risk Factors and...

Can A Member Bring A Derivative Action On Behalf Of A California Nonprofit Corporation?

Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends". 

Vice Chancellor Laster Proposes Recusal, But Is He Correct?

Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada.  Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20,...

Can A Derivative Suit Survive Conversion?

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice Chancellor J. Travis Laster...

California Legislator Proposes To Enhance Criminal Fines For California, But Not Delaware, Business Entities

In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court appearances. Last Thursday, he...

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