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We Now Know That "Knowing" Requires Knowledge

Last month, I wrote about the Nevada Supreme Court's holding that a plaintiff must prove more than gross negligence to hold a director liable for breach of fiduciary duty.  Chur v. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7 (Feb. 27, 2020).  This...

nevada corporation, Corporate Governance

If A Proxy Holder Cannot Vote On Any Matter, Is The Proxy Holder Present?

As mentioned in yesterday's post, Nevada recently enacted a bill making several changes to its corporation and limited-liability company laws.  One of these changes was to the quorum requirement for stockholder meetings in NRS 78.320(1)(a):


nevada corporation

Fee Shifting Bill Dies While Nevada Legislature Continues To Mull Other Corporate Law Amendments

Last month, I noted the introduction of a bill, SB 304, in the Nevada legislature that would authorize fee shifting.  The bill, however, enjoyed only a brief moment in the legislative sun.  It never passed out of committee and recently died pursuant...

nevada corporation

But Wait, Nevada Already Has A Fee Shifting Statute

Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an "unsuccessful internal corporate...

nevada corporation

Irony Of Ironies: Massachusetts Court Issues First Opinion Applying Nevada Internal Affairs Statute

In 2017, Nevada codified the internal affairs doctrine by enacting NRS 78.012:

"The Legislature hereby finds and declares that:

      1.  It is important to the economy of this State, and to domestic corporations, their directors and officers, and...

nevada corporation

"Doing Business" Versus "Conducting Business" In Nevada

Doing Business - Chapter 80

Before commencing or doing any business in Nevada, NRS 80.010 requires a foreign corporation to file with the Nevada Secretary of State:

  • Qualification to do Business in Nevada form.
  • A file stamped copy of the document...

nevada corporation

While In Nevada, It's Best Not To Impersonate A Corporation

I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities.  Although Nevada is famously lenient to many vices, impersonating a corporation is not one of them.  NRS 78.047...

nevada corporation

Nevada Supreme Court Applies De Facto Merger Doctrine To Debt Forgiveness Transaction

Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context.  Here was my response.  Less than two weeks later, the Nevada Supreme Court...

nevada corporation

"I Say You Are No Longer A Board"

Several Nevada statutes provide for the appointment of a receiver or custodian of a corporation, including NRS 32.010, NRS 78.347, NRS 78.630 and NRS 78.650.  Yesterday, the Ninth Circuit Court of Appeals addressed whether directors of a Nevada...

nevada corporation

When Demanding Inspection, Don't Overlook The Demand

The wheels of justice turn slowly.  Two years ago, I wrote about Judge Robert C. Jones's ruling in Weinfeld v. Minor, 2016 U.S. Dist. LEXIS 30117 (D. Nev. Mar. 8, 2016).  In that ruling, Judge Jones tackled tackled the question "whether a judgment...

nevada corporation

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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