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Our recent Client Alert discusses that on February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard of judicial review, rather than the business judgment rule, applied to the decision to reincorporate. The case is a noteworthy development for a number of reasons. For one, the case reflects the ongoing proliferation of stockholder litigation in Delaware over controlling stockholder transactions and benefits. Indeed, in the next several weeks, the Delaware Supreme Court is expected to issue an important decision addressing precisely how such conflicts of interest can be cleansed so that companies can regain the protection of the business judgment rule. In addition, as some voices call for a reexamination of whether corporations should be moved outside of Delaware, the case provides important guidance for fiduciary duty considerations in the reincorporation context.