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Dorsey & Whitney LLP

Minnesota to Permit Ratification and Validation of Defective Corporate Acts

Dorsey & Whitney LLP on

On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more

Venable LLP

Maryland Remains the Favored Jurisdiction for REITs

Venable LLP on

Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more

Mayer Brown

Clawback and Malus Provisions in the U.S. and Brazil: A Comparative Overview

Mayer Brown on

In today's corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the...more

Brownstein Hyatt Farber Schreck

Nevada Enacts Corporate Legislation and Advances Dedicated Business Court

Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly...more

Bradley Arant Boult Cummings LLP

New Formation and Governance Considerations: Taking Advantage of Texas SB 29

Texas Gov. Greg Abbott signed into law Senate Bill 29 (SB 29) on May 14, 2025. SB 29 amends the Texas Business Organizations Code’s (TBOC) provisions regarding corporate governance, director and officer liability, shareholder...more

Fenwick & West LLP

Texas Adopts Law Permitting Limits on Shareholder Proposals

Fenwick & West LLP on

On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more

Katten Muchin Rosenman LLP

Texas Governor Signs New Business-Friendly Governance Law to Promote In-State Corporate Growth: Senate Bill 29 Analysis

On May 14, 2025, Texas Governor Greg Abbott signed Senate Bill 29 (SB 29), which had been passed by the Legislature on May 7. The Bill, effective immediately, amends various provisions of the Business Organizations Code to...more

Cooley LLP

Annual Meetings: Scenario Planning for Surprises

Cooley LLP on

When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than...more

International Lawyers Network

Establishing a Business Entity in India (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more

Frost Brown Todd

Legislature Takes Steps to Ensure Texas Remains the Most Business-Friendly State in the Union

Frost Brown Todd on

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more

Allen Matkins

Trump Media Claims Corporate Law Decisions Are Better When Made Locals

Allen Matkins on

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...more

Allen Matkins

In Another Blow To Delaware's Hegemony Another Company Proposes Reincorporation In Nevada

Allen Matkins on

Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc.,  filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada.  The proposal is unfortunately titled "The...more

Ropes & Gray LLP

Massachusetts: A Compelling Alternative for Public Companies Considering Dexit

Ropes & Gray LLP on

Delaware is the most common jurisdiction for public corporations and benefits from well-developed case law and a legislature that annually revises the corporate statute. The Delaware Chancery Court, however, often appears to...more

Allen Matkins

Is Lack Of Diversity The Cause Of DExit?

Allen Matkins on

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...more

Allen Matkins

Dropbox Discloses Plan To Move To Nevada

Allen Matkins on

While it remains to be seen, 2025 may go down in history as the year of Dexit.  A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada.  Last Friday,...more

Allen Matkins

Several More Companies Propose Move From Delaware To Nevada

Allen Matkins on

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...more

International Lawyers Network

Establishing a Business Entity in Australia (Updated)

TYPES OF BUSINESS ENTITIES - There are a number of business structures to choose from when starting a new business venture in Australia. Investors need to determine which form of business organisation is the most...more

Allen Matkins

California Legislator Proposes To Enhance Criminal Fines For California, But Not Delaware, Business Entities

Allen Matkins on

In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more

International Lawyers Network

Establishing a Business Entity in the Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing a Business Entity in India (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more

International Lawyers Network

Establishing a Business Entity in Australia (Updated)

TYPES OF BUSINESS ENTITIES - There are a number of business structures to choose from when starting a new business venture in Australia. Investors need to determine which form of business organisation is the most...more

International Lawyers Network

Establishing A Business Entity In The Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing A Business Entity In Lithuania (Updated)

1. Types of Business Entities - Investors may choose from the following types of business entities: • Private limited liability company • Public limited liability company • Individual enterprise • Limited...more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

International Lawyers Network

Establishing A Business Entity In India (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more

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