Another Delaware Corporation Makes The Move To Nevada

"And friends they may thinks it's a movement."*

Does Guzman Supply An Answer To Moelis?

I always enjoy hearing from readers of this blog.  Recently, I wrote:

No Exit: Stockholders Fail To Grant Leave To Leave Delaware For Nevada

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...

Are Recent Delaware Decisions Causing Corporations To Look For The Exit?

Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very little about Delaware...

How Would Nevada Decide Moelis?

In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a...

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there are 4 vacancies, that...

There Are Four Answers To The Question "Is A Limited Liability Company Interest A Security Under California Law?"

The federal securities laws predate by decades the advent of limited liability companies and the statutory definitions of a "security" under those laws has not been updated to address membership interests in LLCs. California in contrast amended the...

Nevada Supreme Court Follows Delaware In Overruling Gentile v. Rosette

The line between a direct and derivative action is often indistinct and hence the object of controversy.

Selling Unqualified Securities?  There's Are/Were Apps For That

If someone told my younger self that someday people would take photographs with their phones, I would have wondered where you would insert the film.* Today, the question would be "What is film?" When I headed the Department of Corporations in the...

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