Reasons To Quit Delaware Are Gettin' Bigger Each Day

Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada.   The stockholders approved the proposed redomestication last spring, but the proposed...

With Series LLC, Whom You Sue May Be Decisive

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals:

Nevada Enacts Law Permitting Correction Of Erroneous Corporate Filings

In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes.  His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of genius" and mistakes are...

Looking For Stiffer Loan Terms?  Nevada May Be Able To Help

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for exculpation of directors and...

Nevada Supreme Court Upholds Blue Penciling Of NonCompete

In Golden Road Motor Inn, Inc. v. Islam, 132 Nev. 476, 488, 376 P.3d 151, 159 (2016), the Nevada Supreme Court held that district courts cannot, on their own, blue-pencil a noncompetition agreement to remove unreasonably restrictive, and thus...

Nevada Finds Disgorgement Is No Penalty

In 2017, the U.S. Supreme Court held that disgorgement in an SEC enforcement action is subject to the five-year limitations period in 28 U.S.C. § 2462 that applies to an "action, suit or proceeding for the enforcement of a civil fine, penalty or...

Internal Affairs Doctrine Blocks Indemnity Claim

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...

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for the corporation's...

The General Corporation Law That Doesn't Exist

Consider the following excerpts from recent filings made with the Securities and Exchange Commission:

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