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
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
The Texas legislature concluded its 89th Regular Session on June 2, 2025. During the session, the energy industry paid significant attention to legislative actions impacting the power industry in the areas of grid management,...more
On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more
Normally, developments in corporate law are slow-moving—but not over the past year or so. Texas, among other jurisdictions, has been acting fast to capitalize on cracks in Delaware’s armor as the leading state of...more
Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...more
As states compete to become the preferred jurisdiction for incorporation, Texas has taken a bold step with significant amendments to its Texas Business Organizations Code. Following Delaware’s recent pro-management...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
Over the last year, a discussion has accelerated around Delaware’s status as the favored state of incorporation for business entities, with many ventures debating whether they should choose to incorporate in Delaware or, if...more
Amidst a flurry of recent reincorporations—conveniently coined “DExits”—of major corporations such as Dropbox, Tesla, and potentially Meta, Delaware’s future as a corporate safe-haven faces uncertainty. Delaware has long been...more
On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....more
In the brilliant long-form podcast Fall of Civilizations, author Paul Cooper gives listeners a sense of how average citizens living in Tenochtitlan, Angkor Wat, Rome, and Constantinople may have felt as once-mighty empires...more
While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will...more
A recent New York Times article titled “Delaware Law Has Entered the Culture War“ has highlighted a surprising trend: companies like Tesla, Dropbox, and Meta are reconsidering their incorporation in Delaware, long considered...more
After the premiere performance of Mozart's singspiel Entführung aus dem Serail (The Abduction from the Seraglio) in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too...more
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
A stream of judicial decisions in the pipeline will have important implications for the energy industry. The three cases discussed below are among those that energy litigators and industry professionals are watching in 2024....more
The U.S. cybersecurity and data privacy law framework continues to evolve and expand rapidly. Here, we share a summary of the eight new state data privacy and security laws that will take effect in 2024 and 2025. Businesses...more
New Requirements Include Identifying Specific Third Parties to Whom Businesses Disclose Data and Consent for Targeted Advertising to Teens - Texas, Oregon, and Delaware are the latest states to join the growing landscape...more
On April 28, 2023, Texas and Florida both accepted the expected dozens of applications for a limited number of medical cannabis licenses in those respective states. In the background, Kentucky recently legalized medical...more
On July 25, 2022, Chief Judge Orlando L. Garcia of the Western District of Texas issued an "Order Assigning the Business of the Court as it Relates to Patent Cases." The Chief Judge ordered that all civil cases involving...more
A Delaware bankruptcy court recently held that Texas’s “trust fund doctrine” remains applicable for companies that have not availed themselves of Texas’s formal dissolution process. Nonetheless, fiduciary claims by a...more
To help potential litigants evaluate how various executive orders may impact their filing deadlines, we examine executive orders in New York, and other select states, tolling the statute of limitations. This article also...more