Florida has long been a magnet for businesses seeking a favorable economic climate, lower tax burdens, and a pro-business regulatory environment. For entities looking to leverage these advantages by relocating, converting an...more
In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more
A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more
Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more
The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...more
Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a...more
Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes governing the conversion of an entity to an LLC...more