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On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “LP Act”), the Delaware...

The National Venture Capital Association (“ NVCA”) has recently (but without any fanfare) released substantively important revisions to its model legal documents, specifically, the Investor Rights Agreement, the Stock Purchase Agreement, and the Certificate of Incorporation. These changes address...

Minnesota has a unique statute that allows minority shareholders in a closely held corporation to initiate an action for a buy-out of their interests. Minn. Stat. § 302A.751, subdivision 2. Under the Minnesota Business Corporation Act, a closely held corporation is a corporation with 35 or fewer...

On June 27, 2023, the U.S. Supreme Court decided that states can require corporations registered in their state to consent to be sued in the state as a condition of doing business there—even if the facts of a lawsuit occurred several states away and the corporation is not "at home" in the state...

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