Court: Nevada Allows Controllers To Vote In Their Own Interest

Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada corporations and my post...

This Texas Case Illustrates Why Delaware Corporations Are Choosing Nevada

Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman.  Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom:

Issuer Retreats From Racial Share Allocation Scheme

In February, I wrote about a proposed offering that involved a racially based share allocation scheme.  See May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity? Last month, it appeared that the offering was stalled at the Securities...

Is A Stake An Unincorporated Association?

I have devoted several posts over the years to California's Unincorporated Association Law.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Is Your Club A Legal Entity?, Is A Biker Gang A...

Is Delaware Forum Selection Bylaw Binding On Shareholder Who Filed Suit When The Corporation Was Incorporated In California?

In Drulias v. 1st Century Bancshares, Inc.30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring...

In More Bad News For Delaware, Nevada Legislature Proposes To Allow Jettisoning Jury Trials For "Internal Actions"

I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To Approve Documents In...

Broker-Dealers, Investment Advisers And Others May Soon Face Enforcement Under the California Consumer Financial Protection Law

In 2020, the legislature enacted the California Consumer Financial Protection Law.  The CCFPL significantly expanded the regulatory authority of the the Department of Financial Protection & Innovation by granting it the power to enforce any...

California May Soon Require Owners To Register And Report Commercial Property

In California, it seems that everything must be registered and reported to the state.  A spot bill, SB 789 (Menjivar) was recently amended to require that individuals and entities owning commercial property in the state to register with the...

For Delaware, Are The Times A-changin'?

Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several other well-known and...

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