Tempus Fugit Ad Nevada

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and Exchange Commission seeking...

Trump Media Claims Corporate Law Decisions Are Better When Made By Locals

Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC.  The company's largest stockholder is Donald J. Trump, Jr.  Given Trump pere's affiliation with Elon Musk and...

Should Law Schools Be Teaching California Corporate Law?

It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state in which most...

In Another Blow To Delaware's Hegemony Another Company Proposes Reincorporation In Nevada

Will The First State No Longer Be First?

Nevada Bill Would Expressly Allow Directors To Approve Documents In "Preliminary Form"

Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement.   Sjunde AP-Fonden v. Activision...

It Is More Than Conceivable That The Court Of Chancery Would Correct Statutory Law

The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity.   A recent post by Professor Stephen Bainbridge illustrates this point:

Race/Gender/Ethnicity Based Share Restrictions

Yesterday's post took note of a proposed initial public offering by Bally's Chicago, Inc. that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is intended to satisfy the requirements...

May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation, filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the development and operation...

Can DExit Be Ended By Amputating The Chancellor’s Foot?

During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical.  That changed with one famous post by Elon Musk ("Never incorporate your company in the state...

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