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
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
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more