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Corporate Governance State of Incorporation Delaware General Corporation Law

BakerHostetler

Considering ‘Dexit’: A Comparative Review of Key Issues in Delaware, Nevada and Texas Corporate Laws

BakerHostetler on

On July 9, leading venture capital firm Andreessen Horowitz (AH) announced that it had decided to redomicile its primary business entity, AH Capital Management, from Delaware to Nevada. AH made an intentionally noisy exit,...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

Fenwick & West LLP

Delaware Supreme Court to Consider Constitutionality of SB 21

Fenwick & West LLP on

The Delaware Supreme Court has agreed to accept questions certified to the court relating to the constitutionality of Senate Bill 21 (SB 21), which was signed into law back in March 2025. ...more

Fenwick & West LLP

Nevada Enacts Major Changes to Entice Corporations

Fenwick & West LLP on

Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more

Fenwick & West LLP

Texas Legislature Approves Significant Changes to Its Corporate Law, Incentivizing Relocation to Texas and Listing on Texas-based...

Fenwick & West LLP on

Delaware has long been the jurisdiction of choice for corporations, but certain recent controversial judicial decisions have resulted in a number of high-profile companies reincorporating (or considering reincorporation) into...more

Bricker Graydon LLP

“O-H!” “I-N-C!”

Bricker Graydon LLP on

Consider incorporating in the Buckeye State - the home of championship college football teams and sensible, business friendly corporate laws. Recent developments have called into question the prevailing wisdom of choosing...more

Fenwick & West LLP

Judge Validates Tesla Reincorporation

Fenwick & West LLP on

Following the decision that validated The Trade Desk’s reincorporation from Delaware to Nevada back in November 2024, the judge overseeing the challenged reincorporation of Tesla from Delaware to Texas has ruled that Tesla’s...more

Holland & Knight LLP

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

Holland & Knight LLP on

everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Allen Matkins

Court Finds The CTA "Likely Unconstitutional" - Does The Court's Analysis Doom A Federal Corporate Law?

Allen Matkins on

My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL...more

Allen Matkins

Nevada's Secretary Of State Urges Delaware Supreme Court To Eschew "Exit Tax"

Allen Matkins on

In a May post, I observed: As a long-time beneficiary of corporations fleeing other jurisdictions, Delaware may be tempted to put the brakes on its own corporations wishing to flee to the sunny uplands of other states. ...more

Allen Matkins

Israel Headquarted Company Approves Move From Delaware To Nevada

Allen Matkins on

As the debate continues regarding DExit, I have been on the lookout for companies making the move from Delaware to Nevada.  Recently, I came across this information statement filed by Viewbix Inc., a digital advertising...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Allen Matkins

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn’t One Of Them

Allen Matkins on

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware. One company in a recently filed proxy statement made the following claim (among others)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

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