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Court Finds Derivative Claims Involving Nevada Corporation Were Not "Validly In Litigation"

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...

Nevada Corporations, derivative action, derivative suit

Why Are Stockholders Of A Nevada Corporation Invoking The DGCL?

When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

nevada corporation, Bylaws, exclusive forum

Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:

"Describe the nominating committee's process for identifying and evaluating nominees for director, including nominees...

Corporate Governance

California Commercial Loan Disclosure Rules Proposed For Comment

In 2018, the California legislature enacted SB 1235 (Chapter 1011, Statutes of 2018).  This legislation requires that lenders make disclosures to borrowers in a "commercial financing" (as defined).  SB 1235 requires the Department of Business...

Finance Lenders

Nevada Supreme Court Finds California Precedent "Persuasive" In Appeal Of Derivative Action

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.

In Cotter ex rel. Reading Int'l, Inc. v. Kane, 136 Nev. Adv. Rep. 63...

Nevada Corporations, derivative action, derivative suit

Columbus Day Is A State Holiday, So Why Are So Many State Employees Working Today?

California Government Code Section 6700 lists the following days as "holidays in this state":

  1. Every Sunday,
  2. January 1st,
  3. The third Monday in January, known as “Dr. Martin Luther King, Jr. Day,”
  4. February 12th, known as “Lincoln Day,”
  5. The third...

Government Code

California's Alarmingly Expansive Definition Of "Investment Adviser"

Is someone who predicts a future stock market crash and advises reallocating investments to precious metals or real estate an investment adviser?  A recent complaint filed the Commodity Futures Trading Commission, California and 29 other states...

Investment Adviser

SEC's Proposed Exemptive Order For Finders Overlooks California Exemption

Yesterday's big news at the Securities and Exchange Commission was a proposed exemptive order for finders.  The question of whether issuers can compensate anyone other than a registered broker for finding investors has bedeviled attorneys and their...

broker-dealer, finders

Secretary Of State Filing Does Not Create Citizenship

Corporations do not enjoy all the rights of citizenship, but in some cases a corporation's citizenship can be important.  For example, the diversity jurisdiction of the federal courts depends upon establishing two facts.  First, that the amount in...

jurisdiction

Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs."  2020 Del. Ch. LEXIS 264.  He notes...

stockholder inspection, Corporate Governance, internal affairs doctrine

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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