California Corporate & Securities Law

Earlier this month, TripAdvisor, Inc. filed preliminary proxy materials that include a proposal to redomesticate the company from Delaware to Nevada.  Within days a lawsuit was filed in the Delaware Court of Chancery challenging the move and a...

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention. ...

Five years ago, I noted that the Nevada Supreme Court had adopted New York's more deferential approach for assessing special litigation qualifications in Auerbach v. Bennett, 393 N.E.2d 994 (N.Y. 1979) over that of the Delaware Supreme Court in ...

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system.  A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored paper that is suitable for...

This weekend is Nevada Day.  If you're a traditionalist, you will celebrate on Sunday, which is the anniversary of Nevada's admission to the union.   In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to move the...

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for exculpation of directors and...

Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada's business entity statutes.  One change would be to amend NRS 78.046 to authorize the articles of incorporation or...

NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with a view to the interests...

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation".  The case involved allegations that several executives and...