California Corporate & Securities Law

Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For Nevada corporations,...

The private corporation laws of both California and Nevada both authorize the formation of committees.  Cal. Corp. Code § 311 & NRS 78.125.  There are some differences, however.  California requires that any committee of the board consist of at...

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative Litigation, UCLA Professor Stephen Bainbridge declaimed that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law...

In 2016, respondent China Yida Holding, Co. (CY), a Nevada corporation, merged with a private holding company, taking CY private and delisting it from the Nasdaq stock exchange.  The merger agreement and the proxy statement filed with the Securities...

Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation."   NRS 78.138(3). ...

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...

Broker non-votes can be a source of confusion for those not familiar with how shares of public companies are typically held and stock exchange rules.  A broker non-vote occurs when a broker does not receive voting instructions from its client and...

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...

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):