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Venable LLP

Maryland Remains the Favored Jurisdiction for REITs

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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

Foley & Lardner LLP

Passage of Senate Bill 29 Positions Texas as a Leading State for Incorporations

Foley & Lardner LLP on

On May 7, 2025, the Texas Legislature passed Senate Bill No. 29, which introduces a series of corporate reforms that aim to make Texas the preferred jurisdiction for legal domestication. Because S.B. 29 received a 2/3rd...more

Allen Matkins

The UCC, Passover And Another Public Company Plans Delaware Exit

Allen Matkins on

In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015...more

Frost Brown Todd

Legislature Takes Steps to Ensure Texas Remains the Most Business-Friendly State in the Union

Frost Brown Todd on

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more

Latham & Watkins LLP

Proposed Amendments to Delaware General Corporation Law Aim to Clarify Corporate Transaction Rules

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If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more

Ropes & Gray LLP

Massachusetts: A Compelling Alternative for Public Companies Considering Dexit

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Delaware is the most common jurisdiction for public corporations and benefits from well-developed case law and a legislature that annually revises the corporate statute. The Delaware Chancery Court, however, often appears to...more

White & Case LLP

EU establishes harmonized enforcement and penalties for sanctions violations

White & Case LLP on

The EU has adopted a new directive which establishes EU-wide rules for defining criminal offences and penalties related to the violation of EU sanctions. A stricter regulatory environment and closer scrutiny is expected as...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Latham & Watkins LLP

IOSCO Calls for Oversight of ESG Ratings and Data Product Providers

Latham & Watkins LLP on

The association noted that regulators could provide market participants with much-needed additional trust in ESG ratings and data. On 23 November 2021, the International Organization of Securities Commissions (IOSCO)...more

Conyers

SPAC Litigation: What Happens if the “Blank Check” Bounces?

Conyers on

The demand for Special Purpose Acquisition Company (SPAC) formations in the Cayman Islands increased through the first quarter of 2021 following robust performance in 2020. Whilst the second quarter of 2021 has seen a...more

BCLP

Assessing Slavery and Human Trafficking Risks

BCLP on

The Modern Slavery Act (“MSA”) was introduced in the United Kingdom in October 2015 introducing criminal offences of slavery, servitude, forced or compulsory labour and human trafficking. However, its most profound impact has...more

Hogan Lovells

HKEx Sanctions Guidance Letter - March 2019

Hogan Lovells on

On Friday 22nd March 2019, the Stock Exchange of Hong Kong (HKEx) released a guidance letter that provides additional clarity on the types of activities by listing applicants in jurisdictions, or with persons or entities,...more

Allen Matkins

The Fundamental Distinction Overlooked By The SEC

Allen Matkins on

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

Troutman Pepper

Planning For Qualified Dividend Income When Taking Foreign Companies Public - Tax Update Volume 2015, Issue 2

Troutman Pepper on

Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public. Dividends generally are taxed at ordinary income...more

Brooks Pierce

The SEC Will Be Your Employment Law Agency, Too

Brooks Pierce on

The nature of the SEC’s business a regulator of public companies lends a certain expansive aspect to its jurisdiction. That is, when your job as a government agency is to be sure public companies are making complete and...more

Morrison & Foerster LLP

Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend...more

Orrick, Herrington & Sutcliffe LLP

Final Regulations Implementing the Foreign Account Tax Compliance Act (“FATCA”)

On January 17, 2013, the Internal Revenue Service (“IRS”) released final regulations (the “Final Regulations”) implementing the reporting and withholding provisions of the HIRE Act (commonly known as the Foreign Account Tax...more

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