Daily Compliance News: August 5, 2025, The Staying Focused Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 242: Business Planning in Healthcare & Life Sciences with Jennifer McEwen of Maynard Nexsen
PODCAST: Williams Mullen's Benefits Companion - Employee Stock Ownership Plans (ESOPs) Explained
Everything Compliance: Episode 156, To Document or Not Edition
Everything Compliance: Shout Outs and Rants: Episode 156
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Compliance into the Weeds: Of Wal-Mart, Tariffs and Stakeholder Capitalism
Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more
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
On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more
On May 14, 2025, Texas Gov. Greg Abbott signed the much-anticipated Senate Bill No. 29 (SB 29) into law....more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...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
California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer...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
In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more
Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more
Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a...more
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however,...more
The word officer is used widely in the law. For example, there are judicial officers, peace officers, and constitutional officers. Even lawyers are often described as "officers of the court". See, e.g., Hickman v. Taylor,...more
A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies. It is decentralized because holders of tokens, rather than a board of...more
Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of...more