Contact us with your California corporate & securities law questions (949) 353-6347 or Contact us here

Nevada Supreme Court Accords Preclusive Effect To Subsequent Federal Court Order

When bad things happen to corporations, derivative suits are sure to follow.  So it was for Galectin Therapeutics, Inc., a Nevada corporation.  Following publication of allegations of a "stock promotion scheme", stockholders filed derivative suits...

derivative suit

Delaware Special Litigation Committee Review "Could Stand A Good Tweaking"

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

To...

Nevada Corporations, Derivative Suits, Auerbach v. Bennett, Delaware, derivative action, derivative suit, SLC, Stephen Bainbridge, Zapata

Nevada Favors New York Over Delaware Precedent For SLC Review

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  ...

Nevada Corporations, New York, Auerbach, business judgment rule, Delaware, derivative suit, In re Dish, SLC, Special Litigation Committee, Zapata

Shareholder Derivative Suit Or Derivative Action?

I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"?  Historically, the term "suit" was used for proceedings in equity.  California courts have generally regarded shareholder derivative claims as...

Grosset v. Wenaas, nelson v. Anderson, Corporate Governance, Corporations Code, derivative action, derivative lawsuit, derivative suit, Section 2900, Section 800, Small v. Fritz

Can Shareholders Sue CEOs For Corporate Social Activism?

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

Our message to small shareholders of companies like Starbucks, Merck and Target: You can sue...

choice of law, Shlensky v. Wrigley, Corporate Governance, Choice of Law/Conflict of Law, derivative suit, lyman P.Q. Johnson, social activism, Stephen Bainbridge

How To Confer A $6.9 Million Benefit For Less Than A Half Dollar

In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen.  According to EchoStar's proxy statement for its 2012 annual meeting,...

Securities Litigation, Attorney's fees, demand futility, derivative suit, EchoStar, Jennifer A. Dorsey, stock option

Want To File A Derivative Suit? You May Soon Be Required To Read Statutes

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

In an action involving or relating to a domestic corporation that is subject...

Nevada Corporations, Nevada legislature, SB 203, derivative suit, exculpation, fiduciary duty, NRS 78.138, NRS 78.139, Rule 23.1, verification

U.S. District Court Finds Personal Jurisdiction In Derivative Suit

I think it is beyond peradventure that a state enjoys personal jurisdiction over corporations incorporated within that state.  What about the personal jurisdiction over the corporation's directors and officers?  That was the question addressed by...

personal jurisdiction, Derivative Suits, Uncategorized, 2017 U.S. Dist. LEXIS 9657, Consipio holdings bv v. carlberg, derivative suit, judge jennifer A. Dorsey, Sonoro Invest SA v. Miller

1

ANY QUESTIONS REGARDING CALIFORNIA CORPORATE AND SECURITIES LAW? CONTACT US DIRECTLY

We offer expert advice with the intricacies of California law.

Our years of experience and expertise allow us to help clients navigate the business laws in California.

CONTACT US

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
Learn More About Keith

RECOGNITION

JDSupra 2018

nominee-badge

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

CATEGORIES

see all

YOUTUBE

FACEBOOK