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
In the wake of headline-grabbing redomiciles many executives are reevaluating whether to form or maintain their companies in Delaware or to look instead to other jurisdictions such as Nevada and Texas. In this piece, we break...more
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
In a landmark decision with far-reaching implications for private equity-backed ventures and minority investors in Delaware limited liability companies, the Delaware Court of Chancery dismissed a lawsuit brought by former...more
PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more
As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more
The US Bankruptcy Court for the District of Delaware recently reaffirmed but limited the holding of In re DSI Renal Holdings, LLC, which held that under Third Circuit law, neither debtors nor trustees could bring fraudulent...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
Startups can now use Stripe Atlas(opens in a new tab) to help form their C corp based on form documents previously only available on Cooley GO....more
I’m ready to form a Delaware corporation for my startup! If you’ve decided to set up your business as a Delaware corporation, you’re in good company. While founders have many options to choose from for their business...more
We are pleased to announce the launch of MoFo’s new quarterly newsletter highlighting the most important developments in federal securities and Delaware corporate litigation. In this first edition, we provide a rundown of the...more
Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company. In fact, 54.8% of the deals...more
Delaware Public Benefit Corporations (PBCs) are a relatively new type of business entity that have gained popularity in recent years as social and environmental issues have taken center stage. With more businesses looking...more
With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more
Limited Liability Companies (“LLC”) are a familiar structuring tool for US managers and investors, and the introduction of the Jersey LLC is part of a strategy by the jurisdiction to increase its appeal to the US market. ...more
On May 26, 2022, the Supreme Court of the State of Delaware issued its decision in Wells Fargo Bank, N.A. and Berkshire Hathaway Life Insurance Company of Nebraska v. Estate of Phyllis M. Malkin (19-14689, 17-cv-23136, 172,...more
Highlighted below are several recent opinions from the Delaware Court of Chancery relating to special purpose acquisition companies (SPACs) that provide helpful guidance to sponsors, investors and practitioners. These cases...more
Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they...more
A company “flip” has become a ubiquitous method of accessing the U.S. markets, whether for fundraising or commercial growth. A “flip” involves formation of a corporation in the United States, typically a Delaware corporation...more