California Corporate & Securities Law

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:

On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of controlling stockholder...

Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware's corporate law is inaccessible to everyday observers. He posits that inaccessibility is a "feature not a bug". As an example, he describes a merger transaction rife...

Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada.  An appendix to the company's definitive proxy statement includes a table ofProposed Reincorporations, Proxy Filings from January 1, 2021 to August...

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May, Kintara Therapeutics, Inc., a Nevada corporation, filed a registration...

As the debate continues regarding DExit, I have been on the lookout for companies making the move from Delaware to Nevada.  Recently, I came across this information statement filed by Viewbix Inc., a digital advertising company headquartered in Ramat...

The Delaware dam may not be bursting but there are signs that it is leaking.  In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in Nevada. Recently, I...

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

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...