Are Delaware Corporations "Rolling Down Hill, Like A Snowball Headed For . . ."?

For Delaware, are the good times really over for good? 

Reasons To Quit Delaware Are Gettin' Bigger Each Day

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...

Can "New Wave" Stockholder Agreements Catch A Wave In California?

Heheheheheheee Wipe oooout!

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money:

Lawsuit Challenges TripAdvisor's Proposal To Move From Delaware To Nevada

Earlier this month, TripAdvisor, Inc. filed preliminary proxy materials that include a proposal to redomesticate the company from Delaware to Nevada.  Within days a lawsuit was filed in the Delaware Court of Chancery challenging the move and a...

Delaware Now Authorizes Exculpation Of Officers, But On What Basis?

Effective August 1, 2022, Delaware amended Section 102(b)(7) of its General Corporation Law to allow a Delaware corporation to include in its certificate of incorporation a provision exculpating certain of its officers. Notably and unlike the...

If The Court Of Chancery Is Predictable, Why Does Anyone Bother To Go To Court?

In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams. The case involved a dispute over who was...

Delaware Finally Catches Up To Nevada (Well, Not Quite)

Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For Nevada corporations,...

Is There No Protection For The Innocent When A Corporation Transfers All Its Assets To Secured Creditors?

Last Friday, this space addressed itself to Vice Chancellor J. Travis Laster's ruling in Stream TV Networks v. SeeCubic,C.A. No. 2020-0310-JTL (Dec. 8, 2020). He concluded that stockholder approval was not required when an insolvent corporation...

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