California Corporate & Securities Law

I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and officers. A recent...

After the premiere performance of Mozart's singspielEntführung aus dem Serail (The Abduction from the Seraglio)in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too many notes". I can't say...

Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for example, conferred by...

Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas.  Professor Macey posits that while Delaware has a...

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...