Exiting Delaware: The TripAdvisor Decision

On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s and Liberty TripAdvisor Holdings Inc.’s corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review, as no board member—alleged controller included—received a material non-ratable benefit from the conversions.

Read the complete article on Harvard Law School Forum on Corporate Governance.