Nonprofit Quick Tip: Nevada and Arizona Nonprofit Corporation Registration and Annual Filings
A Look at the Unique Features of State AG Investigations and What Companies Should Consider in Selecting Outside Counsel - Regulatory Oversight Podcast
A Conversation with Nevada Attorney General Aaron Ford - Regulatory Oversight Podcast
Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...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
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
In speaking with a reporter earlier this year, I observed that this proxy season will tell whether DExit has legs. While not exactly, a flood, several well-known and lesser-known corporations have recently filed proxy...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
In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following...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
Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. Last May, Kintara Therapeutics, Inc., a Nevada corporation,...more
Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. ...more
Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders. The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to...more
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a...more
In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and them of her...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more
In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada. The company has now filed...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
A year ago, Phil Shawe, the Chief Executive Officer of TransPerfect, penned a piece for The Nevada Independent explaining the company's reincorporation from Delaware to Nevada...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
Earlier this week, I noted that the stockholders of Fidelity Financial Inc. failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The vote was hardly decisive because more...more