Nevada Supreme Court: Inherent Fairness Standard Cannot Be Used To Rebut The Business Judgment Rule

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). ...

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...

Issuer Errs In Permitting Broker Non-Votes But Attorneys' Fees Claim Fails

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...

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...

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):

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...

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...

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:

"Doing Business" Versus "Conducting Business" In Nevada

Doing Business - Chapter 80

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