Nearly one year ago, Vice Chancellor J. Travis Laster decided to apply Delaware’s most onerous standard of review, entire fairness, to the decisions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. to reincorporate in Nevada. Palkon v. Maffei, 311 A.3d 255
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.
Website:
https://allenmatkins.com
Latest from Allen Matkins - Page 8
Après Musk, Le Déluge
I began writing about Nevada corporate law more than three decades ago with an article for the California Business Law Reporter entitled “The Nevada Corporation: Is it a Good Bet?” Over the years, I have written several other articles on Nevada corporate…
Dropbox Discloses Plan To Move To Nevada
Home Means Nevada
While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to…
As Predicted, Silicon Valley Bank Failure Will Test Fiduciary Duties Of Officers And Directors Under California Law
Late last year, I wrote that the the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers and 11 former directors of Silicon…
Nevada Supreme Court Finds Want Of Personal Jurisdiction Over LLC Members
In a recent post, I questioned why personal jurisdiction was unquestioned. See Questioning Delaware’s Control Over Controlling Stockholders. Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court’s recent order in Rich v. Eighth Jud. Dist. Ct., Nv. S.…
California Air Resources Board Solicits Input On California Greenhouse Gas Emissions Disclosure Laws
I recently published a post questioning the legality of the California Air Resources Board’s Enforcement Notice. The California legislature charged CARB with the responsibility of implementing SB 253 (Wiener) and SB 261 (Stern), both as amended by SB 219…
Court Finds Failure To Obtain Finance Lenders' License Does Not Render Commercial Loan Unenforceable, Illegal Contract
The California Financing Law provides that “[n]o person shall engage in the business of a finance lender or broker without obtaining a license from the commissioner.” Cal. Fin. Code § 22100(a). The CFL further provides that if any provision of…
Is This CARB Climate Corporate Data Accountability Act Enforcement Notice Legal?
Recently, UCLA Professor Stephen Bainbridge posted this critique of California’s climate disclosure laws – SB 253 and SB 261. Readers of this blog will recall that SB 253 requires “reporting entities” to disclose Scope 1, 2 & 3 greenhouse gas…
Tariffs And California's Anti-Price Gouging Law
Earlier this week, President Donald Trump remarked that he is “thinking in terms of 25%” tariffs on goods imported from Mexico and Canada”. A tariff is a tax levied upon imported goods. When goods enter the United States, they are…
Do President Trump's Emergency Declarations Trigger California Price Controls?
As discussed in yesterday’s post, California’s sloppily drafted anti-price gouging statute, Penal Code Section 396, is triggered upon the proclamation of a state of emergency by either the President of the United States or the Governor. Immediately following Donald Trump’s…