California Corporate & Securities Law

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:

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...

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...

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...

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...

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...

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...

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

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...