Heading for the Dexit? (Re)considering Delaware Incorporation; Considering Other States
A live 90-minute CLE video webinar with interactive Q&A
This CLE webinar will update corporate counsel on recent changes in the DGCL, decisions from the Delaware Court of Chancery, and responsive actions by states seeking to draw corporations away from Delaware.
Outline
- Introduction: purpose and context
- Why Delaware? Historical dominance, infrastructure (DGCL and Court of Chancery)
- Rise of Dexit and corporate migration
- Case catalysts: Tornetta v. Musk II
- Statutory catalysts: Delaware's SB21, responses in DE, TX, NV, and beyond
- Challenges within the Delaware framework
- Shifting definitions and standards
- Redefined terms; "controlling shareholder, "controlling stockholder transaction," etc.
- Evolving standards for director independence, cleansing, coverage of governance conflicts, inspection rights
- Standard of review for conflicting transactions - from Sinclair Oil to "entire fairness"
- Shifting definitions and standards
- Advantages and disadvantages to Delaware, Texas, and Nevada incorporation
- Strategic considerations
- Nature and size of the business
- Legal predictability or flexibility
- Cost and tax implications
- Shareholder litigation potential
- Investor preferences
- Strategic considerations
- Ethical and fiduciary implications
- Conclusions: Will Dexit be widespread?
Benefits
The panel will review these and other key issues:
- Assess the risk/reward of state incorporation decisions considering fast-moving developments (e.g., Tornetta v. Musk II, SB21, Texas corporate law changes)
- Gain an updated view of directors' and officers' obligations, the standard of review in conflicted transactions, and how these vary dramatically by jurisdiction
- Guidance on shareholder litigation exposure under Delaware's "entire fairness" vs. Nevada's and Texas' more lenient business judgment rules
- Assist understanding of inspection rights and litigation triggers under different legal regimes
- Encourages discussion of ethical implications and helps counsel provide holistic guidance to boards or clients weighing their incorporation options
Faculty
Professor Benjamin Edwards
Professor of Law
William S. Boyd School of Law
Professor Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about... | Read More
Professor Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection. Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Professor Edwards writing has appeared in the Northwestern University Law Review, Washington and Lee Law Review, University of California Davis Law Review, Georgia State Law Review, William & Mary Law Review Online, Virginia Law and Business Review, Michigan Business and Entrepreneurial Law Review, Journal of Business and Securities Law, Virginia Journal of Social Policy and the Law, InvestmentNews, Wall Street Journal, Salon, The Hill, The Washington Post, BloombergView, Oxford Business Law Blog, Columbia Blue Sky Blog, and The Daily Beast. He also writes regularly for the Business Law Professor blog.
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Professor Jonathan R. Macey
Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law
Yale Law School
Professor Macey is Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale... | Read More
Professor Macey is Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale University and Professor in the Yale School of Management. From 1991 – 2004, he was J. DuPratt White Professor of Law, Director of the John M. Olin Program in Law and Economics at Cornell Law School, and Professor of Law and Business at the Cornell University Johnson Graduate School of Business. Professor Macey earned his B.A. cum laude from Harvard in 1977, and his J.D. from Yale Law School in 1982, where he was Article and Book Review editor of The Yale Law Journal. In 1996, he received a Ph.D. honoris causa from the Stockholm School of Economics. Following law school, Professor Macey was law clerk to Judge Henry J. Friendly on the U.S. Court of Appeals for the Second Circuit. He is the author of several books including the two-volume treatise, Macey on Corporation Laws, published in 1998 (Aspen Law & Business), and co-author of two leading casebooks, Corporations: Including Partnerships and Limited Liability Companies (2003 Thomson West), which is in its eighth edition, and Banking Law and Regulation (2002 Aspen Law & Business), which is now in its third edition. Professor Macey also is the author of over 100 scholarly articles. His recent articles have appeared in the Banking Law Journal, the University of Chicago Law Review, the Stanford Law Review, The Yale Law Journal, the Cornell Law Review, the Journal of Law and Economics, and theBrookings Wharton Papers on Financial Institutions. Professor Macey has published numerous editorials in such publications as The Wall Street Journal,Forbes, The Los Angeles Times, and The National Law Journal.
CloseEarly Discount (through 06/20/25)