Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada. The stockholders approved the proposed redomestication last spring, but the proposed...
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...
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...
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...
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...
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....
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 ...