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It was reported this week that OpenAI has disbanded its mission alignment team, and fired a woman (ostensibly because she discriminated against men) who opposed adding an “Adult Mode” to ChatGPT. Meanwhile, a former OpenAI researcher published a NYT op-ed about the erosion of OpenAI’s principles.

Notably, these moves come after OpenAI’s contentious restructuring into a Delaware public benefit corporation, which required assurances to the AGs of California and Delaware that the new structure would remain true to OpenAI’s original nonprofit mission to develop AI for humanity’s benefit. The way this was supposed to occur was that OpenAI-the-nonprofit was given a golden share to control OpenAI-the-benefit-corporation’s board.

The available evidence suggests … the mission may have been redirected.

Now, maybe that’s because of the identity of the individuals appointed to OpenAI-the-nonprofit’s board, which include current and former tech execs, a private equity guy, a corporate lawyer, and Sam Altman. And certainly, there may be a broader lesson here about the general toothlessness of the benefit corporation form – we’re seeing similar issues at Anthropic, which is also organized as a benefit corporation.

But the problem likely runs deeper. For one thing, we all remember…

Last week, I flew out to NYC for a quick turnaround trip and a PLI panel about Reincorporations and Redomestications. It was a part of a two-day program on Mergers & Acquisitions 2026: Advanced Trends and Developments.

Our panel featured Steve Haas from Hunton , Charlotte Newell from Sidley, and Robert Rosenberg from Houlihan Lokey. You can access the panel from PLI’s website.

Both Hunton and Sidley have put out interesting things on corporate law issues that have been on my radar. Charlotte has covered Delaware litigation and has expertise on the current state of play there as Delaware lawyer. Steve recently drafted an article for the American Bar Association: Delaware Supreme Court Establishes Test for Reviewing Reincorporation Decisions.

Although I can’t speak for the other panelists here, I think we all expect that Delaware will remain king of the hill by a substantial margin. There have been some shifts and some companies moving, but Delaware will continue to grow both in terms of overall numbers from private entity formation, public company IPOs, and public companies deciding to move to Delaware from other jurisdictions. Delaware’s overall numbers depend on both DExits and DEntries. Companies sometimes shift their incorporation…

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

…

If Funko could not turn its products around quickly, it would be left with dead product in its warehouse that it could not sell. This scenario could cost Funko far more than just the loss accrued from the costs of manufacturing and transporting these unsellable products; dead inventory could clog up limited warehouse space and prevent Funko from properly storing new product, incur additional

…

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…

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…

I previously posted about disputes over bump up exclusions in D&O insurance contracts, which exclude from insurance coverage claims that shareholders of a merger target should have received more consideration for their shares. As I argued, the purpose of the exclusion is to ensure that the cost of the acquisition isn’t offloaded on to the insurer. 

One of the cases I mentioned in that post, Harman Int’l Indus. Inc. v. Ill. Nat’l Ins. Co., was just affirmed by the Delaware Supreme Court, and the reasoning interests me.

In this case, Harman International was acquired by Samsung Electronics, and shareholders sued under Section 14(a), which prohibits false proxy statements, and Section 20(a), which adds joint and several liability to control persons – the substantive claim was Section 14(a).  Shareholders argued that, due to false statements in the proxy, they were induced to vote in favor of a merger at a lowball price.

Eventually, the case settled for $28 million, and when the defendants sought insurance coverage, the insurer claimed the settlement was subject to the bump up exclusion.  On appeal, the Delaware Court disagreed.

According to the court, the insurance contract had two clauses, both of which had to…

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…

Tulane Law School invites applications for its Forrester Fellowship position, which is designed for promising scholars who plan to apply for tenure-track law school positions. The Forrester Fellow is full-time faculty in the law school and is encouraged to participate in all aspects of the intellectual life of the school. The law school provides significant support and mentorship, a professional travel budget, and opportunities to present works-in-progress in faculty workshops. 

Tulane’s Forrester Fellow will teach legal writing in the first-year curriculum to first-year law students in a program coordinated by the Director of Legal Writing. The Fellow is appointed to a one-year term with the possibility of a single one-year renewal. Applicants must have a JD from an ABA-accredited law school, outstanding academic credentials, and significant law-related practice and/or clerkship experience. Applications may be submitted here: Apply – Interfolio. If you have any questions about this position, please contact Erin Donelon at edonelon@tulane.edu.