What Are The Damages?

In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  The case concerned a challenge to the proposed redomestications of TripAdvisor, Inc. and  Liberty...

Vice Chancellor Laster Rules That It Is "Reasonably Conceivable" That Nevada Provides Greater Protection Against Fiduciary Liability Than Delaware

Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc.  Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to dismiss the suit for failure...

Nevada Supreme Court Holds Conversion Vests Converting Corporation's Nevada Business License In Converted LLC

NRS 107.028 lists a number of different categories of persons who may serve as trustee under a deed of trust.  One category is domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to...

Dissenters' Rights And Conversions

Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights. In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an agreed upon price, or if...

Less Cumbrous Conversions In Sight For California Corporations

Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of another jurisdiction...

Why I Find This Case To Be So Confusing

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled:

Sale Of Shares At Sheriff's Sale May Constitute Conversion

One might expect that a sheriff's sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor.  A California Court of Appeal, however, has ruled that it could.

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn't, the company's most obvious cause of action will be for...

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