What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more
Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...more
U.S. venture capitalists investing at the early stages (Seed and Series A) in a UK (or other non-U.S.) company often require that the company “flips” its corporate structure and establishes a U.S. (most commonly Delaware)...more
Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc., filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada. The proposal is unfortunately titled "The...more
This is a reminder that annual report filings are due in March 2025 for corporations formed or registered in Delaware and Massachusetts. New York biennial statements are due the last day of the calendar month in which a...more
One of the first decisions that a business owner must make is selecting a state of incorporation. This is a decision not to be taken lightly, as the state of incorporation affects many aspects of the new business. While Texas...more
The United States represents a flourishing capital market and an advanced technological ecosystem, making it an attractive destination for startups worldwide. For European startups, particularly Italian ones, though,...more
As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada. These companies include...more
In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada. The company has now filed...more
On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more
Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware. In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer...more