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 controlling stockholder transactions. Professor Ann Lipton provides a summary of these
Allen Matkins
Allen Matkins is a law firm that publishes the California Corporate & Securities Law Blog, focusing on corporate governance, securities law, and business entity matters primarily within California and Nevada jurisdictions. The blog covers a wide range of topics including corporate law, limited liability companies, mergers and acquisitions, fiduciary duties, securities regulation, and legislative developments affecting corporate and securities law. It provides legal analysis and updates on statutes, case law, and regulatory changes relevant to corporate attorneys, business professionals, and stakeholders involved in corporate governance and securities compliance. The firm’s publications emphasize practical legal insights into corporate operations, shareholder rights, and regulatory compliance in the corporate and securities arena.
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Nevada Bill Would Bestow Personal Jurisdiction On Business Entities Who Simply Register
Earlier this month, Nevada Assemblymember Erica Roth introduced a bill, A.B. 158, to authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the entity:
- is organized, registered or qualified to do business pursuant to
…
Bipartisan Support For A CTA Pause And Livy Explains The Inequity Of Student Loan Forgiveness
As the courts wrestle with various challenges to the Corporate Transparency Act, Congress is also taking an interest. Last week, the House of Representatives passed H.R. 736 which would allowcompanies formed or registered before January 1, 2024, to submit beneficial…
Does The Stock Market Believe That California's Board Diversity Mandates Enhance Firm Value?
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from “underrepresented communities”. Supporters of these mandates contended that…
Does Chicago's Municipal Code Make Everyone A Minority?
Recent posts have discussed a registration statement filed Bally’s Chicago, Inc. for an offering that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is intended to satisfy the requirements of a Host Community Agreement entered…
Race/Gender/Ethnicity Based Share Restrictions
Yesterday’s post took note of a proposed initial public offering by Bally’s Chicago, Inc. that would impose a stockholder qualification based on race, gender and ethnic status. This qualification requirement is intended to satisfy the requirements of a Host Community…
May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?
Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the development and operation of a casino in the City…
Can DExit Be Ended By Amputating The Chancellor’s Foot?
During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical. That changed with one famous post by Elon Musk (“Never incorporate your company in the state…
Is Lack Of Diversity The Cause Of DExit?
Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada. See Several More Companies…
Is Pareto Optimality The Answer For Controlling Stockholder Transactions?
Yesterday’s post concerned the Delaware Supreme Court’s decision that the business judgment rule applied to TripAdvisor’s decision to reincorporate in Nevada. Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025). This holding reversed Vice Chancellor J. Travis Laster’s earlier…