From these discussions, we understand that there is a desire to preserve, after the Redomestication, certain stockholder rights that are currently in our current Fifth Amended and Restated Certificate of Incorporation (the Delaware Charter). Since the Board of Directors continues to believe there are many important reasons the Redomestication is advisable and in the best interests of the Company and its stockholders, we have updated the proposed Nevada Charter to preserve certain stockholder rights under our Delaware Charter within the statutory
Four More Nevada Reincorporations
Last week I highlighted three Nevada reincorporations and one Texas reincorporation after Delaware passed SB21. A week has passed, and there are four more. The new firms are:
- Madison Square Garden Entertainment Corp.
- Madison Square Garden Sports Corp.
- Xoma Royalty Corp.
- BAIYU Holdings, Inc.
This brings my total post-SB21 reincorporations to eight. Seven to Nevada and one to Texas.
The stated reasoning here appears consistent with what happened the week before.
MSG Entities
Rather than break out MSG Sports and MSG Entertainment separately here, I’m just going to draw from MSG Sports. Although I haven’t run a redline or anything to confirm, the stated rationale seems the same for both firms. There are three main bullet points for it:
- Nevada Law Provides More Predictability and Certainty in the Underlying Laws that Impact Decision-Making
- The Nevada Redomestication Reduces the Risk of Opportunistic Litigation Against the Company, and its Directors and Officers, Which Can be Time-Consuming, Burdensome and Expensive
- Expected Savings From Not Having to Pay a Franchise Tax in Delaware
Xoma Royalty Corp.
Xoma makes many of the points others have highlighted. It also indicates that it thinks it might be able to get a better deal on D&O insurance by
Three More Nevada Reincorporations After SB21
The Board considered Nevada’s statute-focused approach to corporate law and other merits of Nevada law and determined that Nevada’s approach to corporate law is likely to foster more predictability than Delaware’s approach at the current time. The Board believes that Nevada can offer more predictability and
Louisiana State University Shreveport Hiring – Assistant Professor of Business Law
Assistant Professor of Business Law
9-Month Tenure-Track Position
The AACSB accredited College of Business at Louisiana State University Shreveport (LSUS) seeks applications for a tenure-track scholar position from qualified scholars at the rank of Assistant Professor of Business Law starting August 2025. Applications will be considered from all candidates who meet our AACSB qualifications.
The selected candidate will report to the Chair – Department of Accounting and Business Law, and will be expected to teach at both the undergraduate and graduate levels in face-to-face and online settings. Candidate will be expected to produce scholarship at a level consistent with our AACSB Scholarly Academic standards, and actively engage in service to the department, college, university, and community.
Minimum Qualifications: Applicants must possess a Juris Doctor degree from an ABA-accredited law school and be admitted to practice law by the highest court of at least one of the United States. Candidates must demonstrate teaching excellence.
Preferred Qualifications: Preference will be given to candidates who have at least one year of experience teaching Business Law classes.
Application: To apply for this position, a CV, cover letter, statement of teaching philosophy, copies of all transcripts that include relevant course work, and contact details of
Nevada Proposes Appointed Business Court
The Nevada Legislature will consider a constitutional amendment this session to create an appointed business court. This is the language of the resolution as it was introduced by Assembly Members Joe Dalia and Shea Backus. Full disclosure, I strongly support Nevada creating this legal infrastructure and have helped on this issue.
The amendment would authorize the Legislature, at some future date, to create an appointed business court with “exclusive original jurisdiction to hear disputes involving shareholder rights, mergers and acquisitions, fiduciary duties, receiverships involving business entities and other commercial or business disputes in which equitable or declaratory relief is sought.”
It envisions creating a court comprised of at least three judges to be appointed by Nevada’s Governor off of a list of nominations to be provided by an existing Commission on Judicial Selection. In contrast to the short terms for the Texas business court, these appointed judges would serve six year terms.
Amending the Nevada Constitution is no easy feat. For this to succeed, it will need to pass the Legislature twice and then pass a public referendum. Nevada’s Legislature only meets once every two years. If it passes this cycle, it will need to pass again the
TripAdvisor Decision Out
Taken together, these cases suggest that the hypothetical and contingent impact of Nevada law on unspecified corporate actions that may or may not occur in the future is too speculative to constitute a material, non-ratable benefit triggering entire fairness review. Given that Plaintiffs have not alleged any past conduct that would lead to litigation, this case aligns with our case law that applies the business judgment rule.
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Lourie on Chief Compliance Officer Liability
David Lourie has a new paper out considering what standard the SEC should use when deciding whether to impose personal liability on Chief Compliance Officers (CCOs) for compliance failures at their firms.
The SEC now requires financial services firms to have CCOs. Exactly when they do or should face personal liability appears unclear. One SEC Staff member told CCOs that they would face personal liability in three circumstances: (1) when the CCO is affirmatively involved in misconduct; (2)
when the CCO engages in efforts to obstruct or mislead the SEC; or (3) when
the CCO exhibits “a wholesale failure to carry out his or her responsibilities.” What does “wholesale failure” mean here? It’s not totally clear. In the past, the SEC has sought to impose personal liability on CCOs for compliance failures and proceeded under a negligence standard–exposing a CCO to liability if they negligently performed their duties.
Figuring out when you should and shouldn’t hold CCOs personally liable is challenging. I’ll confess that my initial instinct is to lean toward personal liability so that someone at these financial services firms will take compliance seriously. Lourie makes a compelling case that putting too much liability on CCOs may turn them
UCLA Lowell Milken Institute | Call for Papers
The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its first annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Friday evening June 13th through Sunday June 15th. The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles. We warmly invite scholars preparing for the academic job market to participate.
Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.
We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or scheduled
Do Ethically Dubious Expungements Mean The Public Cannot Discuss Underlying Conduct?
Hennion and Walsh, a FINRA member firm, has taken an unusually aggressive position, claiming that because it has procured expungements through the FINRA forum, members of the public cannot discuss the underlying conduct. A cease and desist letter sent to a law firm claims that the firm “posts information relating to Hennion and Walsh, Inc. and its’ [sic] employees which has been found to be false and has been ordered to be expunged.” The letter goes on to claim, without authority, that it’s “illegal to provide a false statement . . .of an individual’s character and/or reputation” and that unspecified “relevant records reflect the information you have posted for public consumption has been deemed to be false, was ordered to be expunged and that order has been confirmed in a court of competent jurisdiction.”
The letter doesn’t specify exactly what statements it wants removed, but I presume it’s blog posts or other things featuring news of past Hennion and Walsh settlements or complaints against Hennion and Walsh employees. These are all fairly typical things for a plaintiff-side firm to post. If one investor has filed or settled a claim against a particular broker, there may be other aggrieved
Mainstreaming Alternative Investments to Retail Investors
Earlier this week, I spoke on a panel for the SEC’s Investor Advisory Committee. The was the agenda. Although the video is not yet up and available publicly, I put the draft of my remarks up on SSRN.
Other panelists included:
- Neal Newman from Texas A&M. A copy of his presentation is up on the SEC’s website.
- Rajib Chanda from Simpson Thatcher. His presentation is also available.
- Craig McCann from the Securities Litigation and Consulting Group.
- Melody Wang from Blackrock.
- Phil Bak from Armada ETFs.
If you’re interested in these issues, the panel may be worth listening to when the SEC makes it available.
One of the challenges with the discussion is how to zero in on what we mean by alternative investments. As conceived for the panel, the category includes the wide world of things beyond ordinary stocks, bonds, and public stock/bond mutual funds that may show up in a brokerage account.
This is an issue we’re going to have to navigate in the coming years. It’s not an easy one. There is a huge difference between the sorts of products issued by leading private equity firms and major institutional issuers and some of the other