What Are The Damages?

In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  The case concerned a challenge to the proposed redomestications of TripAdvisor, Inc. and  Liberty...

Vice Chancellor Laster Rules That It Is "Reasonably Conceivable" That Nevada Provides Greater Protection Against Fiduciary Liability Than Delaware

Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc.  Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to dismiss the suit for failure...

Is Attaching Several Documents To A Single Email Procedurally Unconscionable?

In the high and far-off times, physical delivery was the only option of providing documents to the other side. Before copy machines, an agreement would be written and then rewritten on the same page. The two copies would be separated by cutting them...

Nevada Enacts Changes To Stockholder Inspection Statute

As mentioned earlier this week, Nevada's regular legislative session ended on June 6.  During the session, the legislature enacted, and the Governor approved,  AB 126 which makes numerous changes to Nevada's business entity statutes. One of those...

TripAdvisor Reports Approval Of Nevada Redomestication

In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday, the company filed a Form 8-K...

Lawsuit Challenges TripAdvisor's Proposal To Move From Delaware To Nevada

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...

Officer Exculpation Is Old News And Automatic In This State

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention....

Nevada Supreme Court Affirms Choice Of New York Over Delaware

Five years ago, I noted that the Nevada Supreme Court had adopted New York's more deferential approach for assessing special litigation qualifications in Auerbach v. Bennett,393 N.E.2d 994 (N.Y. 1979) over that of the Delaware Supreme Court in ...

Why Stand On Ceremony When You Can Have A Ceremonial Charter?

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system. A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored paper that is suitable for...

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