Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas. Professor Macey posits that while Delaware has a...
Delaware's Problem Isn't That It's Pro-Plaintiff And Anti-Business, It's That Its Corporate Law Is Too Labyrinthine And Unpredictable
Posted on December 02, 2024
If Delaware Wants To Stay On Top, It Should Loose, Not Bless, The Ties That Bind
Posted on November 12, 2024
In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:
Will This Effluence Ever End? One More Public Company Proposes To Leave Delaware For Nevada
Posted on November 05, 2024
Gaxos.ai Inc. lists its corporate headquarters as Roseland, New Jersey, but like many companies it is incorporated in Delaware. Last week, it joined several other companies that are proposing to reincorporate in Nevada. In preliminary proxy materials
The State Of Nevada Vilipends Vice Chancellor Laster's Ruling In Maffei v. TripAdvisor
Posted on October 30, 2024
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...
Where Corporations Most Often Propose To Reincorporate
Posted on October 15, 2024
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...
Stockholders Fail To Approve Proposal To Reincorporate Nevada Corporation In Delaware
Posted on October 09, 2024
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...
Has Professor Solomon Rebutted Vice Chancellor Laster's Theory Of Damages In Palkon v. Maffei?
Posted on September 27, 2024
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...
In Proposing Move From Delaware To Nevada, This Corporation Cites The Burden Of MFW
Posted on September 26, 2024
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...
Another Delaware Publicly Traded Company Proposes A Nevada Move
Posted on September 17, 2024
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...
