The hottest Corporate Law Substack posts right now

Paramount is rushing antitrust filings and even pre-filling detailed government document requests so it can close a Warner deal quickly and combine operations before regulators can file suit.
If Paramount does buy Warner, the deal would sharply concentrate Hollywood power—likely causing big layoffs, fewer released movies, and more control over media content and political messaging.
Federal enforcement looks unlikely to stop this quickly given political alignments, so state attorneys general and industry groups are the main remaining check, but they face a very tight window and limited resources to block the merger.

Nevada is positioned to attract corporations leaving Delaware and should be actively courted as a new corporate home.
Nevada’s legal framework—like a statutory business judgment rule, limits on director/officer exposure, inspection rules, and dedicated business courts—offers protections that appeal to boards and corporate leaders.
Bringing corporations to Nevada would boost the state’s legal and intellectual workforce and provide ongoing revenue from corporate registration fees that benefit taxpayers.

Wealth taxes and financial-transaction taxes are resurfacing at the state level and could push founders, executives, and companies to move or recharter to avoid large tax hits, with some arguing fiduciary duties may require such moves to protect shareholders.
Nevada is being promoted as a business-friendly alternative because of low taxes, favorable quality-of-life and infrastructure, and strong legal protections like a statutory business-judgment rule, limited inspection rights, and specialized business courts.
Recent court decisions and activist judges in traditional corporate havens have raised legal risk for companies, prompting a broader, nationwide shift as firms and investors consider relocating to states with friendlier tax and corporate-law environments.

Epic Systems uses strict noncompete agreements that limit former employees from working with many companies, affecting their job prospects.
These agreements can also hurt companies trying to hire Epic alumni, as they may face increased costs or lose software access.
The Federal Trade Commission is looking to ban noncompete clauses, which could improve job opportunities and wages for millions of workers.

When an employee leaves with unvested stock, the company usually needs to buy it back within a short time, like 90 days. If they don't, that stock could stay with the former employee forever.
There are two main ways companies can handle unvested shares: by repurchasing them or by automatic forfeiture. It's really important to know which method your company uses.
After firing someone, companies should quickly check their stock agreements to see what to do about unvested shares. Handling it properly can prevent bigger problems later.

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Always file your Delaware Annual Franchise Tax report by March 1. If you miss it twice, your company can be canceled.
Don't panic if you see a high tax amount on the Delaware website. Use the correct method to potentially lower it significantly.
If you have many authorized shares, you might face high taxes. Consider your issued shares and gross assets for a better tax calculation.

Starting a business means deciding whether you'll bootstrap or pursue venture capital. If you want to raise VC funds, it's often best to start as a Delaware corporation.
Delaware is popular for startups not because of tax benefits, but due to its strong legal system and established corporate laws. This creates more certainty and less risk for businesses.
You can start your company in another state and later convert to a Delaware corporation if needed. However, this can be time-consuming and costly, so it's often easier to start in Delaware if you plan on seeking investors.