Sky Blog
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
Fear that more companies might follow Tesla and reincorporate outside Delaware has been roiling the corporate world, driven by recent court decisions that impose relatively stringent controls on controlling shareholders. In response, Delaware’s legislature is considering Senate Bill 21 (SB …
Where do entities incorporate? The question is of perennial interest to academics who wish to research and teach the laws that govern many companies. It is of particular interest now, given a string of controversial court decisions and legislative responses…
In Maffei v. Palkon, the Delaware Supreme Court unanimously held that the business judgment rule applies to a corporation’s decision to change its state of incorporation, even if the move arguably favors a controlling stockholder by reducing future liability …
Last week, in Maffei v. Palkon, the Delaware Supreme Court held that the decision to change the corporate domicile of a Delaware corporation with a controlling stockholder to Nevada is subject to the business judgment rule, making stockholder challenges …
The establishment of the Texas Business Court (“Business Court”) in September 2024 marks a watershed moment in corporate governance. As the “Dexit” phenomenon gains traction – with corporations considering an exit from Delaware as a state of incorporation – Texas …