California Corporate & Securities Law

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the proposal.  Yesterday, it filed ...

Only a few publicly traded corporations are incorporated in California. Most either started life in Delaware or later decamped to that state (and more recently other states). Nonetheless, many of these corporations have their principal offices in...

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada.  These companies include:

I recently commented on the discussion of possible damage theories posited by Vice Chancellor J. Travis Laster in Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024). A commenter on my post noted that the Court discussed damages as an adequate remedy of...

In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following:

In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:

Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation.  Predictably, a stockholder challenged the proposed reincorporation.  Gunderson v. The Trade Desk, Inc., 2024 WL 462207 (Nov. 8, 2024). 

Gaxos.ai Inc. lists its corporate headquarters as Roseland, New Jersey, but like many companies it is incorporated in Delaware.  Last week, it joined several other companies that are proposing to reincorporate in Nevada.  In preliminary proxy materials

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May, Kintara Therapeutics, Inc., a Nevada corporation, filed a registration...