California Corporate & Securities Law

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):

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...

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...

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

Doing Business - Chapter 80

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 imposes...