California Corporate & Securities Law

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation". The case involved allegations that several executives and...

A shareholder bringing a derivative claim, faces a choice. The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the demand would be futile. NRCP...

What, if any, is the standing of a corporation in a derivative action?  Until this month, that question was yet to be addressed by the Nevada Supreme Court.  We now have an answer.

Section 78.7502 of Nevada Revised Statutes broadly authorizes, but does not require, a corporation to indemnify its directors, officers, employees or agents. NRS 78.751 requires the corporation to indemnify directors, officers, employees or agents...

In a recent study, William J. Moon at the University of Maryland School of Law tackles the question of "Delaware's surprising weakness competing in the emerging international market for corporate law". He finds that less than 5% of Chinese companies...

"But I with my sharp sword cut into small bits a great round cake of wax, and kneaded it with my strong hands, and soon the wax grew warm, forced by the strong pressure and the rays of the lord Helios Hyperion. Then I anointed with this the ears of...

NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure...

The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability.  Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in Odyssey Reinsurance Co. v....

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or exclusively in the court...