California Corporate & Securities Law

I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting.  Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago.    He writes (and wrote): "To...

A great deal of attention, including in this blog, has been focused Delaware corporations reincorporating in Nevada and other states.  See, e.g., Reasons To Quit Delaware Are Gettin' Bigger Each Day and Are Delaware Corporations "Rolling Down Hill,...

Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada.  Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20,...

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice Chancellor J. Travis Laster...

I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an "opt-in" statute and unlike...

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

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...

Heheheheheheee Wipe oooout!

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: