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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
Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas. Professor Macey posits that...more
I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?". 14 CEB California Business Law Reporter 259 (1992). In the ensuing decades, I have...more
In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be. Among other things, he responds to my argument that Nevada eschews Delaware law...more
Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened? His article analyzes the reasons that companies give for leaving Delaware for other...more
I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more
In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. I characterize...more
In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more
In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a...more
For many years, it was commonly accepted that the corporation law of the State of Delaware was more “modern” or “advantageous” to corporations than the corporation law of most other states. In 1975, however, the General...more
Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty...more
Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation. He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo. Mr. Hemm...more
On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more