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Corporate Governance Delaware Corporate Restructuring

Allen Matkins

Trump Media Claims Corporate Law Decisions Are Better When Made Locals

Allen Matkins on

Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC.  The company's largest stockholder is Donald J. Trump, Jr.  Given...more

Allen Matkins

What About Texas?

Allen Matkins on

While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas.  Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will...more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Reverses Court of Chancery on Standard of Review Applicable to Reincorporation Transactions in...

In its unanimous decision rendered on February 4, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling in the widely followed “TripAdvisor” case (Palkon v. Maffei) regarding the standard of review...more

Morris James LLP

Chancery Removes an Assignee for Cause in an Assignment for the Benefit of Creditors Proceeding

Morris James LLP on

In re: Wack Jills, Inc., C.A. No. 2019-0650-PAF (Del. Ch. Aug. 29, 2024) - In this proceeding for the assignment for the benefit of creditors (“ABC proceeding”), the company assigned all of its property and assets to...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Business Judgment Governs Decision to Reincorporate Outside of Delaware For Purpose of Reducing...

In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to...more

Vinson & Elkins LLP

Another Magnificent Seven Contemplates Texas: Will Meta Pursue Re-Domiciling in Texas After the Tripadvisor Decision?

Vinson & Elkins LLP on

The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more

Fenwick & West LLP

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

Fenwick & West LLP on

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more

Allen Matkins

Can Reincorporation And Share Increase Proposals Be Bundled?

Allen Matkins on

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

Allen Matkins

What About Calexit?

Allen Matkins on

My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states.  In a recent article, Professor Bainbridge...more

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