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Delaware Vice Chancellor Laster returns to the Moelis fray in Wagner v. BRP Group, Inc.

29 May 2024, 4:58 pm by Steve Bainbridge

”[13] Three months later Vice Chancellor Laster returned to the fray in Wagner v BRP Group, Inc.,[14] in which a similar contract was at issue.[15] In Wagner, the Vice Chancellor described Moelis as having adopted a two pronged test. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Chancery Subjects Reincorporation to Entire Fairness, Delaware Supreme Court Says Not So Fast

22 May 2024, 6:30 am

(“TripAdvisor”) and Liberty TripAdvisor Holdings, Inc. [read post]

The Harvard Law School Corporate Governance Blog - https://corpgov.law.harvard.edu/

Chancery Subjects Reincorporation to Entire Fairness, Delaware Supreme Court Says Not So Fast

22 May 2024, 6:30 am

(“TripAdvisor”) and Liberty TripAdvisor Holdings, Inc. [read post]

Harvard Law School Forum on Corporate Governance - https://corpgov.law.harvard.edu

Some Preliminary Thoughts About VC Laster's New Delaware Chancery Court Opinion in McRitchire v. Zuckerberg

2 May 2024, 2:27 pm by Steve Bainbridge

The “Inc. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Chancery says TripAdvisor Nevada charter change ruling fails quick appeal standards

29 Apr 2024, 7:41 pm by Francis Pileggi

Vice Chancellor Travis Laster recently denied the TripAdvisor Inc. directors’ request for a quick appeal of his decision one month earlier to let shareholders press their charge that the board’s charter change move to Nevada robs them of litigation rights in a self-interested transaction that fails the exacting entire fairness standard. [read post]

Delaware Corporate and Commercial Litigation Blog - http://www.delawarelitigation.com/

Vice Chancellor Laster Proposes Recusal, But Is He Correct?

27 Mar 2024, 12:15 am

Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Can A Derivative Suit Survive Conversion?

26 Mar 2024, 12:15 am

Travis Laster took injunctive relief "off the table". [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Laird Superfood decamps from Delaware and heads to Nevada

13 Mar 2024, 4:54 pm by Steve Bainbridge

Keith reminds us that VC Laster declined to enjoin TripAdvisor's reincorporation in Nevada, although liability claims remain pending, and informs us that Laird Superfood, Inc., has done likewise. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Reasons To Quit Delaware Are Gettin' Bigger Each Day

11 Mar 2024, 12:15 am

In January, Laird Superfood, Inc. disclosed that it had made the move. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Shareholder Agreements and Corporate Charters

7 Mar 2024, 3:43 pm by Benjamin P. Edwards

N-able, Inc. with this letter. [read post]

Business Law Prof Blog - https://lawprofessors.typepad.com/business_law/

Cleary Gottlieb Discusses Delaware Decision on Conversion of Company into Nevada Corporation

3 Mar 2024, 9:01 pm by renholding

Travis Laster held in Palkon v. [read post]

The CLS Blue Sky Blog - https://clsbluesky.law.columbia.edu/

Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling Stockholder to Avoid Entire Fairness Standard of Review

28 Feb 2024, 10:11 am by John Stigi, Alejandro Moreno and Ariela Pier

TripAdvisor, Inc. and its controlling stockholder Liberty TripAdvisor Holdings, Inc. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

What Are The Damages?

22 Feb 2024, 12:15 am

Travis Laster's recent ruling in Palkon v. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Vice Chancellor Laster Rules That It Is "Reasonably Conceivable" That Nevada Provides Greater Protection Against Fiduciary Liability Than Delaware

21 Feb 2024, 12:15 am

Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Paul Weiss Discusses Delaware Chancery Ruling on Controllers’ Fiduciary Duties When Exercising Stockholder Rights

20 Feb 2024, 9:01 pm by renholding

In In re Sears Hometown and Outlet Stores, Inc. [read post]

The CLS Blue Sky Blog - https://clsbluesky.law.columbia.edu/

The First State Defines the Scope of Majority Shareholder Fiduciary Duties

12 Feb 2024, 4:04 am by Peter J. Sluka

This week’s post takes us to the halls of Delaware Chancery Court, where a recent decision from Vice Chancellor Laster, In re Sears Hometown and Outlet Stores, Inc. [read post]

New York Business Divorce - http://www.nybusinessdivorce.com/

Guest Post by Anthony Rickey: Five Reasons Tesla May Want to Move to Texas

5 Feb 2024, 5:21 pm by Steve Bainbridge

And a recent Delaware decision, In re Dell Technologies Inc. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Del. Chancery Clarifies Fiduciary Duties of Controllers

24 Jan 2024, 11:00 pm by Meredith Ervine

Yesterday, Vice Chancellor Laster issued a 119-page post-trial opinion in In re Sears Hometown and Outlet Stores, Inc. [read post]

DealLawyers.com Blog - http://www.deallawyers.com/Blog/

Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

22 Jan 2024, 12:15 am

Seqway, Inc. v. [read post]