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 ...

In speaking with a reporter earlier this year, I observed that this proxy season will tell whether DExit has legs. While not exactly, a flood, several well-known and lesser-known corporations have recently filed proxy statements proposing to...

"I see the bad moon arising, I see trouble on the wayI see earthquakes and lightnin', I see bad times today"*

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 & 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...

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...

Will The First State No Longer Be First?

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...

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: