1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to the holders of any class or series of the capital stock of the corporation, including distributions on shares that are partially paid.
2. No distribution may be made if, after giving it effect:
(a) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(b) Except
Law and Finance Workshop, Spring 2026
Registration is open for the Spring 2026 series of the Law & Finance (Virtual) Workshop. Please use this form to register.
The Law & Finance Workshop was launched in Spring 2025 by scholars at the University of Miami School of Law to create a space for more frequent discussion of scholarly works-in-progress in the field of law and finance, and to foster community among scholars working in this area. Workshops take place on Fridays from 1pm to 2pm eastern time. Registered participants will receive the draft paper and zoom link one week before each workshop. All interested scholars and practitioners are welcome to participate.
Nikita Aggarwal, Caroline Bradley, & George Georgiev
(Organizing Committee, 2025-26)
Spring 2026 Workshops (all at 1pm ET)
Friday, January 30: Mitu Gulati (UVA), Ugo Panizza (Graduate Institute), & Mark Weidemaier (UNC), presenting “Cambodia’s “Dirty” Debts.”
– John Hurley (former U.S. Treasury) discussing.
Friday, February 13: Natalya Shnitser (Boston College) presenting “Shadow Shareholders.”
– Jeff Schwartz (Utah) discussing.
Friday, March 20: Dolan Bortner (Stanford) presenting “Private Inequity: Business Law Solutions for Better PE Healthcare.”
– Summer Kim (UC Irvine) discussing.
Friday, April 10: Itai Fiegenbaum (St. Thomas) presenting “Hiding in Plain Sight: A Counter-Narrative
Final 2025 Nevada and Texas Reincorporation Lists
To close the books on 2025 and prepare for a PLI panel tomorrow, I went back and updated my charts for 2025. If you want to see the latest for 2026, we’ve started a more comprehensive list aiming to track all activity, not just moves to Nevada or Texas.
Rough Totals
Overall, my count has 28 announced attempts for Nevada of some kind or another and 8 for Texas. These numbers are a bit imprecise as Eightco shows up on both lists and Liberty Live was a split off to Nevada.
Success v. Failure
Companies looking to shift jurisdictions mostly succeeded. My count has six or seven failed votes for Nevada, one withdrawal for Texas, and whatever we want to classify Solidion as.
I say six or seven failed votes for Nevada because I’m not sure exactly how to count Twin Vee PowerCats now. On December 8, 2025, Twin Vee said that “stockholders . . . approved the reincorporation of Twin Vee from the State of Delaware to the State of Nevada by conversion (the ‘Nevada Reincorporation Proposal’).” But as of January 2026, it’s still a Delaware corporation. The vote totals on the reincorporation proposal were 437,309 in favor
January 2026 Reincorporation Update & Predictions
NBLSC 2026: Call for Papers – Las Vegas
The National Business Law Scholars Conference (NBLSC) will be held on Tuesday and Wednesday, May 26-27, 2026, at UNLV William S. Boyd School of Law in Las Vegas, Nevada. This is the seventeenth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions at all stages relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate.
Please use this form to submit a proposal to present. The deadline for submissions is Friday, April 3, 2026. A schedule will be circulated in late April or early May. More information regarding the Conference can be found here: https://law.unlv.edu/national-business-law-scholars-conference-2026
Please contact Eric Chaffee (Eric.Chaffee@case.edu), if you have any questions. If you are interested in sponsorship opportunities, please contact Benjamin Edwards (benjamin.edwards@unlv.edu)
Conference Organizers:
Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (Case Western Reserve University School of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Michael Dorff (UCLA School of Law)
Benjamin Edwards (University of Nevada, Las Vegas Boyd School of Law)
Joan MacLeod
Second Nevada Commission Meeting – Briefing
Nevada’s Commission to Study the Adjudication of Business Law Cases held its second meeting on Friday, last week. As I covered in prior posts, the Commission has deep expertise in Nevada court practice with a significant number of seasoned Nevada litigators. For the Commission’s second meeting, I pulled together a roster of speakers to brief the Commission on a range of relevant issues.
The Commission heard from eight different speakers. I opened us with a quick introduction and review of recent reincorporation data for public companies. You can find the slides I used for that briefing here. I drew from Andrew Verstein’s recent work, The Corporate Census. He recently shared the updated draft in the Harvard Law School Forum on Corporate Governance.
Anthony Rickey of Margrave Law spoke next about the strengths undergirding Delaware’s longstanding dominance. Although he did not use any slides, he covered the core reasons why Delaware’s Chancery Courts are the envy of the world. He also explained that it’s more than just the expert and hard-working Chancellors–it’s an entire ecosystem of court reporters, litigation support services, and others that allows Delaware to hum along at its prodigious pace. Notably, Anthony also served as
What Can We Learn From Oklahoma’s Unconstitutional Business Court
This is a guest post from Megan Wischmeier Shaner, the Kenneth E. McAfee Chair in Law and President’s Associates Presidential Professor, at the University of Oklahoma College of Law.
On May 29, 2025, Oklahoma appeared poised to become the thirty-second state with a dedicated business court or commercial/complex litigation docket. SB 632 would create two new business courts in Oklahoma with jurisdiction over “complex cases” which could include claims involving antitrust or trade regulation, intellectual property, securities law issues, professional malpractice, contracts, commercial property, intra-business disputes, insurance coverage, environmental claims, product liability and e-commerce, among others. Modeled, in part, off Delaware’s Court of Chancery, the judges would be appointed by the governor for 8-year terms and must have ten or more years of experience in complex civil business litigation, practicing business transaction law, and/or serving as a judge or clerk of court with civil jurisdiction. Jury trials would only occur upon application by a party to a suit within a specified time period.
Shortly after SB 632 was signed by the governor two attorneys filed a legal challenge with the state supreme court asserting the legislation was unconstitutional. (White & Waddell v. Stitt, 2025 OK 68, C.A.
Reincorporation Update – December 2025
Though Delaware corporate law has recently been amended to, among other things, increase protections for officers of a corporation, we believe Nevada is more advantageous than Delaware because Nevada has pursued a statute-focused
2026 National Business Law Scholars Conference – Las Vegas Room Rates
With the 2026 National Business Law Scholars Conference coming to the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26-27 next year, I have some suggestions on accommodation options.
My suggestion is that you should book your rooms now because there are some great deals available. As I’m writing this, the all-in prices for the following properties are exceptionally reasonable:
- Bellagio – $198/night
- Aria – $170/night
- Vdara (non-gaming) – $142/night
- Park MGM – $113/night
- NoMad Hotel @ ParkMGM – $185/night
- Cosmopolitan – $215/night
I understand that some folks have already booked at the Bellagio. It’s a good deal and a bit cheaper still if you join MGM Rewards. If you wanted the Bellagio this weekend, the current price is over $1,000 a night. Of course, F-1 is in town and we’re not going to be competing with that for NBLSC. Candidly, I live here and these prices are making me think about locking in a stay-cation around the same time.
The properties listed above are all MGM Resorts properties within easy walking distance of each other. Clustering this way makes it easier to meet for dinners, drinks, or just catching rides over
Reincorporation Update – November 2025
As a lawyer who’s practiced for many years on King Street in Wilmington, I’m saddened by the need to depart. For decades, Delaware was known for predictable court outcomes, respect for the judgment of corporate boards, and speedy resolutions. These traits made the state the one-stop shop for major company incorporations—which have brought in more than $1 billion in annual revenue to the state.
Delaware’s legal framework once provided companies with consistency. But no more. Delaware’s Chancery Court in recent years has been rife with unpredictable outcomes. To their credit, lawmakers in Dover have repeatedly tried to rectify the inconsistent outcomes of the once-revered court through ad hoc legislative responses. But companies need a more efficient and sustainable solution than relying on the legislature to