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Nevada Favors New York Over Delaware Precedent For SLC Review

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  ...

Auerbach, business judgment rule, Delaware, derivative suit, In re Dish, Nevada Corporations, New York, SLC, Special Litigation Committee, Zapata

More On Suing The CEO For Social Activism

The last few days, I've been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to...

agency, business judgment rule, Civil Code, Corporate Governance, Labor Code, social activism, Stephen Bainbridge

Suing The CEO For Social Activism Is Likely To Be Challenging Under Nevada Law

Yesterday's post concerned asked the question whether shareholders can sue CEOs for social activism.  The answer is of course, yes.  The more interesting question is whether shareholders will win the suit.  To answer that question, one must first...

business judgment rule, CEO, Nevada Corporations, NRS 78.138, officer liability, other constituency statute, social activism

Does Assertion Of Business Judgment Rule Waive Attorney-Client Privilege?

Nevada, like California, has codified the attorney-client privilege:

A client has a privilege to refuse to disclose, and to prevent any other person from disclosing, confidential communications:

  1. Between the client or the client’s representative...

advice of counsel, attorney-client privilege, Attorney-Client Privilege/Work Product, business judgment rule, Limited, Nevada Corporations, Nevada Supreme Court, NRS 49.095, NRS 78.138, Okada, waive, Wynn Resorts

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions.  In the first case, Unocal Corporation v. Mesa Petroleum Co., 493 A.2d 946...

business judgment rule, change in control, heightened scrutiny, Nevada Corporations, NRS 78.139, Revlon Standard, Unocal standard

Why An Understanding Of Officers As Agents May Be Important

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:

Choice of law.  California...

business judgment rule, California Civil Code, California Corporations Code, Corporate Governance, fiduciary duty, Labor Code, officers, Restatement (Second) Agency, Section 2116, section 309

Officers And The Business Judgment Rule

Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law".  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...

agency, business judgment rule, Civil Code, conflict of laws, Corporate Governance, Labor Code Section 2854, Labor Code Section 2865, officers, Restatement (Second) Agency, Section 2116, Section 291

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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