ACGC Virtual Roundtable: "What’s Going on in Delaware and How Will It Be Impacted by TripAdvisor?"

When
12 Mar 2025
12:00 PM - 1:30 PM
Location
Virtual (Zoom)

What’s Going on in Delaware and How Will It Be Impacted by TripAdvisor?

an ACGC Virtual Roundtable Event

Featured Speakers Include

Moderated By:

Larry Hamermesh, Emeritus Professor and the former Ruby R. Vale Professor of Corporate and Business Law at Widener Law School and former Director of Widener Institute of Delaware Corporate and Business Law

Panelists:

Robert Anderson, Professor of Law, University of Arkansas

Andrew Blumberg, Partner, Bernstein, Litowitz, Berger & Grossmann LLP and Lead Counsel for Plaintiffs in TripAdvisor

Jon Macey, Sam Harris Professor of Corporate Law, Yale Law School

Steven Solomon, Alexander F. and May T. Morrison Professor of Law, UC Berkeley Law

Patricia Vella, Partner, Corporate Counseling, Morris, Nichols, Arsht & Tunnell

ABOUT THE EVENT

This roundtable will look at the current state of play about why some companies have recently chosen to reincorporate outside of Delaware, as well as the issues boards must consider when making the decision about whether or not to remain in Delaware. As part of this discussion the panel will discuss the recent TripAdvisor opinion from the Delaware Supreme Court and the standards of review applicable to a board making the decision whether to reincorporate outside of Delaware. The panelists will also look at some of the broader issues that are impacting the views of boards, lawyers and others to ask fundamental questions about whether Delaware remains the most appropriate place for directors to be judged on their business decisions.

READING MATERIALS

* The Legitimation of Shareholder Primacy

* DExit Drivers: Is Delaware's Dominance Threatened?

* A Course Correction for Controlling Shareholder Transactions

* DExit Civil War? The Governor and Legislative Leaders Fire Shots Across Chancery's Bow

* TTD Expert Report

* Maffei, et al. v. Palkon, et al. (125, 2024)

* The Lost History of Transaction - Specific Control

* Delaware Legislators and Governor Propose Landmark Legislation

* Fair is Fair in Corporate Law

* How to Make Delaware Safe for Incorporation

* Delaware: The Empire Strikes Back