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Nevada Supreme Court Applies De Facto Merger Doctrine To Debt Forgiveness Transaction

Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context.  Here was my response.  Less than two weeks later, the Nevada Supreme Court...

nevada corporation

"I Say You Are No Longer A Board"

Several Nevada statutes provide for the appointment of a receiver or custodian of a corporation, including NRS 32.010, NRS 78.347, NRS 78.630 and NRS 78.650.  Yesterday, the Ninth Circuit Court of Appeals addressed whether directors of a Nevada...

nevada corporation

When Demanding Inspection, Don't Overlook The Demand

The wheels of justice turn slowly.  Two years ago, I wrote about Judge Robert C. Jones's ruling in Weinfeld v. Minor, 2016 U.S. Dist. LEXIS 30117 (D. Nev. Mar. 8, 2016).  In that ruling, Judge Jones tackled tackled the question "whether a judgment...

nevada corporation

Nevada Now Requiring Director Names Upon Incorporation

Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...

AB 123 (Ellison), alternative due date, initial list, nevada corporation, Nevada Corporations, NRS 78.150, Secretary of State

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware's Judicial Decisions Or Practices?

The answer to this question in Nevada may soon be an unequivocal "no".  Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature.  Among other things, Section 2 of SB 203 declares:

The...

Delaware precedents, nevada corporation, Nevada Corporations, NRS 78.138, SB 203, SB203

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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