California Corporate & Securities Law

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:

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...

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...

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...

Suddenly, DExit has moved from the theoretical to the real.  Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada.  See