For Delaware, are the good times really over for good?
Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada. The stockholders approved the proposed redomestication last spring, but the proposed...
Yeong Wo is an unincorporated association that serves as an umbrella group for a dozen constituent organizations, called “tangs.” In Hee Shen Cemetery & Benevolent Assoc. v. Yeong Wo Assoc., 2024 WL 938928 (March 5, 2024), the plaintiff, Hee Shen,...
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled:
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies are typically obtained...
Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press. Tornetta v. Musk, 2024 WL 343699, (Del. Ch. Jan. 30,...
In recent years, many companies and some investors have embraced ESG (environmental, social and governance) objectives. The move to embrace ESG has led to an "escalating backlash" according to The Conference Board. Now, some are advancing an even...
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...
Last year, Vice Chancellor J. Travis Laster's ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In...