California Corporate & Securities Law

Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC.  The company's largest stockholder is Donald J. Trump, Jr.  Given Trump pere's affiliation with Elon Musk and...

While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will follow Mr. Musk's lead. SMU...

It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state in which most...

Will The First State No Longer Be First?

On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of controlling stockholder...

During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical.  That changed with one famous post by Elon Musk ("Never incorporate your company in the state...

Suddenly, DExit has moved from the theoretical to the real.  Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada.  See

Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada.  Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025).  This holding reversed Vice...

Nearly one year ago, Vice Chancellor J. Travis Laster decided to apply Delaware's most onerous standard of review, entire fairness, to the decisions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. to reincorporate in Nevada.  Palkon v....