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Episode 5: Business Divorce, Delaware Style
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CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
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
In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more
A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more
For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations. Recently, I came across yet another egregious mergence of the corporate and LLC forms...more
Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more
In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015...more
Delaware had barely birthed changes to Section 144 of its General Corporation Law when the Plumbers & Fitters Local 295 Pension Fund filed a complaint challenging those changes. The plaintiff seeks a declaration that the...more
Amidst a flurry of recent reincorporations—conveniently coined “DExits”—of major corporations such as Dropbox, Tesla, and potentially Meta, Delaware’s future as a corporate safe-haven faces uncertainty. Delaware has long been...more
With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more
On February 17, 2025, the Delaware General Assembly introduced a bill seeking to amend two sections in the General Corporation Law: Sections 144 and 220 of Title 8. On March 12, 2025, the Senate introduced a substitute for...more
In the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more
On March 13, 2025, the Delaware Senate unanimously approved proposed amendments to the Delaware General Corporation Law, which would, among other things, provide a new safe harbor for “interested” transactions involving...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
The Delaware Court of Chancery is the nation’s preeminent business court due to the large number of businesses that call Delaware home. Both Delaware state and federal courts require Delaware counsel to be actively involved...more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
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
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
It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been...more
Our Securities Litigation and Securities Groups examine a Delaware bill (SB 21) that would enhance the state’s legal protections for corporations and their directors, officers, and controlling stockholders....more
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement. Sjunde...more
As discussed earlier this month, there has been a lot of chatter and speculation recently about companies changing their states of incorporation from Delaware to other states. In an interview with Business Insider, the new...more
On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of...more
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more