REFRESH Steps for Launching a New Charitable Corporation
Nonprofit Quick Tip: State Filings in South Dakota and North Dakota
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
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
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
1. Types of Business Entities - When entering the Romanian market, foreign investors have the option of incorporating a new legal entity with a Romanian legal personality, or setting up a unit of a foreign mother...more
I. General Overview - As of April 2024, Mexico has a population of approximately 132.3 according million people to the Mexican National Population Counsil (Consejo Nacional de Población). Covers a land area of 1,964,375...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
Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several...more
Introduction - With its corporate laws based upon those of the UK, Malta has incorporated laws and principles into its own legislation, providing comfort and security to the commercial and business community. The most...more
Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The company has not given up on the...more
Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company's largest stockholder is Donald J. Trump, Jr. Given...more
1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a...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
In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to...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
1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known in Spanish as “Sociedades Anónimas” (also referred to as “S.A.´s”), and Limited Liability...more
I. Types of Business Entities - 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment...more
I recently commented on the discussion of possible damage theories posited by Vice Chancellor J. Travis Laster in Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024). A commenter on my post noted that the Court discussed damages...more
In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following...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
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
Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation. Predictably, a stockholder challenged the proposed reincorporation. Gunderson v. The Trade Desk, Inc., 2024 WL...more
Gaxos.ai Inc. lists its corporate headquarters as Roseland, New Jersey, but like many companies it is incorporated in Delaware. Last week, it joined several other companies that are proposing to reincorporate in Nevada. In...more
Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to...more
Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada. An appendix to the company's definitive proxy statement includes a table of Proposed Reincorporations, Proxy Filings from...more
Regular readers of this blog will know that Nevada corporate law has been a long-time interest for me. That interest began several decades ago when I wrote the first treatise on Nevada corporate law. That treatise was...more