Daily Compliance News: August 5, 2025, The Staying Focused Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Daily Compliance News: June 17, 2025, The JBS Goes Public Edition
Everything Compliance: Episode 155, To Tesla and Beyond Edition
Everything Compliance: Shout Outs and Rants - Episode 155
Compliance into the Weeds: Of Wal-Mart, Tariffs and Stakeholder Capitalism
Daily Compliance News: May 15, 2025, The Downfall in Davos Edition
Daily Compliance News: March 28, 2025, The Cave or Go To Trial Edition
FCPA Compliance Report: Celebrating the 2025 World’s Most Ethical Companies: Highlights with Erica Salmon Byrne
The SEC's Reach Beyond Publicly Traded Companies
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Public Offering?
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Are the Differences Between Private & Public Offerings?
“Monsters, Inc.” y el buen gobierno corporativo
Meeting the Proposed SEC Climate Disclosure Requirements
The Justice Insiders Podcast - Human Beings: Cybersecurity's Most Fragile Attack Surface
JONES DAY TALKS®: Court Grants Stay on SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
SEC’s New Cyber Rules for Publicly Traded Companies — The Consumer Finance Podcast
PLI's inSecurities Podcast - Commissioner Uyeda on “the Perils of Regulation by Theory and Hypothesis”
Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly...more
According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a...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
The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada. In preliminary proxy materials filed yesterday with the...more
Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more
Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc., filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada. The proposal is unfortunately titled "The...more
Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to...more
I began writing about Nevada corporate law more than three decades ago with an article for the California Business Law Reporter entitled "The Nevada Corporation: Is it a Good Bet?" Over the years, I have written several...more
In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more
As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada. These companies include...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
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
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
In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was...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
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 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
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
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. I characterize...more
In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more