California Corporate & Securities Law

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...

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...

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and theme of her article, Professor...

The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a meeting of the board is...

Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very little about Delaware...

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there are 4 vacancies, that...

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

"You can check out any time you likeBut you can never leave"

Earlier this month, TripAdvisor, Inc. filed preliminary proxy materials that include a proposal to redomesticate the company from Delaware to Nevada.  Within days a lawsuit was filed in the Delaware Court of Chancery challenging the move and a...