California Corporate & Securities Law

In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from Delaware. On October 31 of last...

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada.  These companies include:

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...

In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:

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

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...

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...