Nonprofit Quick Tip: State Filings in Mississippi and Georgia
10 For 10: Top Compliance Stories For the Week Ending August 23, 2025
Data Driven Compliance: The Failure to Prevent Fraud Offense: Insights for US General Counsels with Mike DeBernardis
Culture Crafters: Building a Culture of Accountability in the Face of Disasters
Operationalizing Trust at Scale: Evolving Compliance: Neta Meidav on the Diligent Acquisition and AI Integration
Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
FCPA Compliance Report: Accountability in Times of Crisis: A Conversation with Tom Fox and Sam Silverstein
Sunday Book Review: August 17, 2025, The More Books from the Ethicsverse Library Edition
Compliance Tip of the Day: How a CFO Views Compliance and Risk
Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
AI Today in 5: August 15, 2025, The AI as Boss Episode
What to Do When Leadership Doesn’t Take Compliance Seriously
Daily Compliance News: August 14, 2025 The End of Dial Up Edition
Compliance Tip of the Day: Finance Models for Compliance
Compliance Tip of the Day - Extending Compliance Value Across Your Organization
Daily Compliance News: August 11, 2025, The Boss Doesn’t Work Edition
Compliance Tip of the Day: Design - Centric Internal Controls
Adventures in Compliance: The Novels - The Valley of Fear, Sherlock Holmes’ Investigative Techniques for Today’s Challenges
FCPA Compliance Report - Episode 770 - Integrating ESG in Global Outsourcing: Insights from Inge Zwick
A growing number of U.S. companies have begun reconsidering Delaware as the default state of incorporation in a phenomenon dubbed “DExit.” Historically, Delaware has been the preferred jurisdiction for public and private...more
The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
The California Supreme Court’s July 21 decision in EpicentRx, Inc. v. Superior Court resolves a longstanding uncertainty around enforcement of forum selection clauses under California law, holding that the absence of jury...more
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
In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more
On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
Over the last year, a discussion has accelerated around Delaware’s status as the favored state of incorporation for business entities, with many ventures debating whether they should choose to incorporate in Delaware or, if...more
Recent decisions in the Delaware courts have prompted many corporate groups to re-evaluate if Delaware is the best domicile for their operations. Delaware has been the first choice US jurisdiction for incorporating corporate...more
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
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...more
I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and...more
Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied. See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different...more