California Corporate & Securities Law

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...

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...

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...

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...

Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...