California Corporate & Securities Law

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). 

Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024),cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. Vice Chancellor J. Travis...

In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger.   Great Hill Equity Partners IV, LP...

Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine.  In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023).    The Caremark doctrine originally held that directors...

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and theme of her article, Professor...

I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange Commission disclosing that its...

Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened? His article analyzes the reasons that companies give for leaving Delaware for other states, including Nevada. One...

A year ago, Phil Shawe, the Chief Executive Officer of TransPerfect, penned a piece for The Nevada Independent explaining the company's reincorporation from Delaware to Nevada: