The State Of Nevada Vilipends Vice Chancellor Laster's Ruling In Maffei v. TripAdvisor

Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to Nevada. Although Vice...

In Proposing Move From Delaware To Nevada, This Corporation Cites The Burden Of MFW

Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders.  The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to the State of Nevada by...

Another Delaware Publicly Traded Company Proposes A Nevada Move

Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a merger with and into a...

Cave Delaware Aut Bene Dormi Delaware?

I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?". 14 CEB California Business Law Reporter 259 (1992). In the ensuing decades, I have published several more...

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California Corporations?

Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation.  According to the bill's synopsis, this new provision:

Nevada's Secretary Of State Urges Delaware Supreme Court To Eschew "Exit Tax"

In a May post, I observed:

Do Nevada Courts Ignore Delaware Precedents?

In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be. Among other things, he responds to my argument that Nevada eschews Delaware law precedent by virtue of NRS...

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

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