Although we’re likely in the slow season for these sorts of moves now, I found two recent announcements on EDGAR. Dillard’s announced for Texas and Liberty Media announced a spin out for Liberty Live to Nevada.

Dillard’s DExit

Dillard’s recently announced that it would seek to depart Delaware for Texas. Its proxy notes that had began to consider options in response to “certain high-profile litigation outcomes in Delaware that involved companies with ‘controlling stockholders’ ​. . . such as the Company.” It also took into account recent state initiatives and local contacts.

Dillard’s launched a special committee to look at the issue and charged it “to consider whether the Company should remain incorporated in Delaware or reincorporate in either Nevada or Texas.” The special committee hired its own counsel, Vinson & Elkins LLP. Dillard’s was represented by Haynes and Boone, LLP. For Delaware law, the special committee consulted with Young Conaway Stargatt & Taylor, LLP.

Regrettably, I was not able to identify whether the special committee hired Nevada counsel. Vinson & Elkins has three different offices in Texas, but doesn’t have on in Nevada yet. It may be that they obtained advice from a Nevada firm, but the firm just…

Yesterday, the Delaware Supreme Court released its opinion in Wong v. Amazon. A copy of the decision is here.

A stockholder sent a letter to Amazon, demanding to inspect books and records under Delaware’s Section 220. The stockholder’s stated purpose was to investigate Amazon’s possible wrongdoing and mismanagement by engaging in anticompetitive activities.

The request kicked of an extended legal battle. A Magistrate conducted a one-day trial that led to a report siding with Amazon that the the stockholder had not alleged a “credible basis” to infer possible wrongdoing by Amazon. The stockholder took exception. A Vice Chancellor also sided with Amazon, but on a different basis–finding that the stockholder’s purposes was overbroad, “facially improper,” and not lucid. The stockholder appealed and the Delaware Supreme Court reversed.

Under Delaware law, investigating corporate wrongdoing is a legitimate purpose, but stockholders must present “some evidence to suggest a credible basis from which a court can infer that mismanagement, waste or wrongdoing may have occurred.” The Supreme Court found that the Vice Chancellor had erred in its interpretation of the scope of the stockholder’s purpose and should have engaged “with the evidence presented by the [stockholder].”

On the evidentiary front, the…

We are writing today to inform you that Glass Lewis has made the difficult decision to initiate legal action against the Attorney General of Texas. In this letter, we explain the reasons why we are pursuing this legal path to protect our business and, by extension, our clients and the proxy voting industry, as a whole.

Over the last several months, Glass Lewis and other proxy advisors have been targeted by a variety of political detractors and corporate executives critical of our business model and the role we play in supporting institutional shareholders in carrying out their proxy voting responsibilities.

In fact, three states attorneys general have opened inquiries into supposed consumer fraud

Nevada’s trial-level business courts are not as heavily observed as the Delaware Court of Chancery. Our in-state ecosystem does lacks anything quite like The Chancery Daily. But we do have Our Nevada Judges which has a broader focus.

With that in mind, I wanted to highlight a very recent Nevada Business Court decision from Judge Gall that considers whether the business judgment rule applies in the limited liability company context.

Nevada limited liability companies are governed by Chapter 86 of the Nevada Revised Statutes. Unlike Chapter 78, which governs corporations, there is no statutory business judgment rule. So what does this mean for limited liability companies? Should their management get business judgment rule protection?

Judge Gall faced a dispute where one party argued that the corporation statute’s business judgment rule and exculpation provisions should apply and the other party argued that because the operating agreement did not specifically set out a business judgment rule, that there should be no business judgment rule.

The Court found that “by adopting fiduciary duties . . . the members incorporated the business judgment rule to assess whether they breached those duties.” After reviewing some literature on the subject, the Court reasoned that when…

The 2026 National Business Law Scholars Conference (NBLSC) will be in Las Vegas, at the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26 and 27, 2026. This will be the 17th meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.

For attendees traveling from the east coast, the 2026 Law and Society Conference will be in San Francisco from May 28-31. The timing may make it possible for attendees to go directly from NBLSC in Las Vegas to Law and Society in San Francisco without needing to fly back east. The May date also allows us to host the event in Vegas before the summer grows uncomfortably hot.

The following comes from friend-of-the BLPB George S. Georgiev at the University of Miami School of Law:

UNIVERSITY OF MIAMI SCHOOL OF LAW

Location: Miami, FL

Subjects: Business Law, Environmental Law, Health Law, International Law, Law & Technology

Start Date: August 1, 2026

The University of Miami School of Law seeks up to four entry-level or lateral candidates to join our vibrant community beginning in Fall 2026.

We welcome applications from outstanding scholars who will add to the diversity of our faculty, contribute to the intellectual life of the school, enhance our teaching mission, and engage in meaningful service. Our subject-matter interests include, but are not limited to, Business Law, Environmental Law, Health Law, International Law (especially trade and international business), and Law & Technology.

Our search for lateral candidates includes a potential joint appointment with the University’s Frost Institute for Data Science & Computing. We seek eminent faculty who have an established reputation for producing high-profile research in areas relevant to the Institute’s goal of “enabling discovery through data-intensive research in fields ranging from medicine to earth sciences, urban planning, digital humanities, and business.” We are particularly interested in faculty whose research focuses on artificial intelligence and…

Submissions are open for the 8th Conference on Law & Macroeconomics to be held on December 4-5, 2025 at the New York University School of Law in New York City. Submissions are due on or before September 15, 2025.

We live in a world of growing macroeconomic challenges brought about by the interconnected threats of climate change, pandemics, armed conflict, immigration, trade wars, financial instability, and ongoing technological disruption within the global markets for investment capital, goods, services, and labor. These challenges reinforce the importance of research at the intersection of law and macroeconomics. Together, these interconnected challenges are also the theme of the 8th Annual Conference on Law and Macroeconomics.

The conference organizers welcome submissions on the role of law, regulation, and institutions in:

• Monetary policy and price stability
• Financial regulation
• Fiscal policy
• Public debt
• International trade
• Development policy and financing for development
• Economic growth and efficiency
• Global macroeconomic/exchange rate coordination
• The economic impact of climate change
• Labor and migration patterns
• Technological disruption

The call for papers is open to scholars from all relevant disciplines, including but not limited to law, macroeconomics, history, political science, and sociology.  Interested applicants should submit their papers for consideration on or before September 15, 2025…