California Corporate & Securities Law

When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent court oversight. This point...

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...

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...

In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was approved by 2/3 of GlobalTech's...

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...

I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange Commission disclosing that its...

In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada.  The company has now filed preliminary proxy materials...

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...