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]
Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...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
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....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
On May 14, 2025, Texas Gov. Greg Abbott signed the much-anticipated Senate Bill No. 29 (SB 29) into law....more
Consider incorporating in the Buckeye State - the home of championship college football teams and sensible, business friendly corporate laws. Recent developments have called into question the prevailing wisdom of choosing...more
For many years, it was commonly accepted that the corporation law of the State of Delaware was more “modern” or “advantageous” to corporations than the corporation law of most other states. In 1975, however, the General...more
In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...more
California, unlike the federal government, has codified its prohibition on insider trading. Corporations Code Section 25402 provides...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
Diversity jurisdiction in the U.S. District courts requires complete diversity of citizenship between the parties. 28 U.S.C. § 1332. A corporation can be a citizen of its state of incorporation, as well as the state where...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
Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California. I emphasized that the CGCL defines the terms...more