Our recent Client Alert discusses the February 4, 2025, decision by the Delaware Supreme Court in the TripAdvisor litigation. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards and dismiss ensuing fiduciary duty claims from stockholders. In recent months, many companies have been reevaluating their state of incorporation. This Delaware Supreme Court decision provides important guidance regarding fiduciary duties in this context.