California Corporate & Securities Law

In yesterday's post, I posited that Delaware does and doesn't define "officer".   For the proposition that Delaware defines the term, I cited Delaware's deemed consent statute - 10 Del. Code § 3114. That statute, however, only appears to furnish a...

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

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.  Id.  ...