Personal Jurisdiction Part 2: The Ford Cases [More With McGlinchey Ep. 8]
Personal Jurisdiction: Not what you learned in law school [More with McGlinchey Ep. 4]
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
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
On 8 October 2024, the Investment Association (IA) updated its Principles of Remuneration (and supporting guidance) (the IA Principles). These principles, and the accompanying guidance, are significantly more flexible and...more
In a May post, I observed: As a long-time beneficiary of corporations fleeing other jurisdictions, Delaware may be tempted to put the brakes on its own corporations wishing to flee to the sunny uplands of other states. ...more
As the debate continues regarding DExit, I have been on the lookout for companies making the move from Delaware to Nevada. Recently, I came across this information statement filed by Viewbix Inc., a digital advertising...more
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
"Whereof what's past is prologue, what to come" Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 31526 involved cross motions to dismiss a claim for breach of fiduciary duty. The plaintiff, a Delaware corporation, argued...more
Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”. As explained by the U.S. Supreme Court,...more