News & Analysis as of August 4, 2025

Business Formation › Delaware General Corporation Law

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Business formation is the process of establishing a legal entity to carry out a particular entreprise. The law provides several entity options, each with its own advantages and disadvantages. Limited... more +

Business formation is the process of establishing a legal entity to carry out a particular entreprise. The law provides several entity options, each with its own advantages and disadvantages. Limited Liability Corporations (LLC), Limited Liability Partnerships (LLP), and S-Corporations are a few examples of available options. When forming a business, founders can choose whichever entity-type best aligns with their specific tax and liability needs and considerations. Other important aspects of forming a business include drafting a comprehensive business plan, choosing appropriate insurance, establishing personnel policies and protecting intellectual property. less -

Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware’s Corporate Dominance

Jones Day on 7/8/2025

The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more

Should Law Schools Be Teaching California Corporate Law?

Allen Matkins on 2/27/2025

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...more

To “B” or Not to “B” a Benefit Corporation *

Royer Cooper Cohen Braunfeld LLC on 8/20/2024

As counsel for many socially-conscious businesses, perhaps the most frequent early-stage question we field from entrepreneurs is whether they should organize their business as a traditional business entity (such as a...more

Court Holds State Owned LLCs Are Not "Political Subdivisions"

Allen Matkins on 6/1/2023

The California State Teachers’ Retirement System ("CalSTRS"), formed two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. ...more

The Australia to U.S. "Flip Up"

Orrick, Herrington & Sutcliffe LLP on 4/11/2023

If your Australian company is pursuing United States investors or seeking to grow its presence in the United States, you may want (or need) to consider a “flip-up” to a U.S. entity. While a flip-up can bring significant...more

2022 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on 8/4/2022

On July 27, 2022, Delaware Governor John Carney signed into law the 2022 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

Delaware Takes Action Against Formation of Cannabis Companies

Dorsey & Whitney LLP on 10/15/2019

Cannabis companies should be aware of a new development with the Delaware Secretary of State. Last week, we were verbally advised by the Secretary of State’s office that Delaware is now reviewing the names of entities being...more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

Jackson Walker on 2/27/2018

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on 1/19/2017

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

Three Questions To Ask Before Incorporating In Delaware

Allen Matkins on 3/17/2016

In the business world it was once commonly said that “no one ever was fired for buying IBM”. Given Delaware’s preeminent market share, the same thinking may underlie a recommendation to incorporate there. Before making that...more

An Overview of the Delaware Statutory Trust Act in Structured Finance Transactions

Morris James LLP on 1/28/2015

While Delaware is nationally known as the preferred jurisdiction for corporations, it is likewise recognized as a leader in the area of statutory trusts. The State of Delaware, in 1988, adopted the Delaware Business Trust...more

Delaware – The Right Choice for Business

Morris James LLP on 1/28/2015

It’s well known that Delaware is one of the most popular jurisdictions to form a new business, whether large or small. Delaware is the leading jurisdiction for publicly traded corporations listed on U.S. stock exchanges. But...more

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