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Internal Affairs Doctrine Blocks Indemnity Claim

Section 78.7502 of Nevada Revised Statutes broadly authorizes, but does not require, a corporation to indemnify its directors, officers, employees or agents.  NRS 78.751 requires the corporation to indemnify directors, officers, employees or agents...

Nevada Corporations, Nevada Revised Statutes, internal affairs doctrine

Study Finds That Nevada Has "Vastly Outperformed" Delaware In Attracting These Corporations

In a recent study, William J. Moon at the University of Maryland School of Law tackles the question of "Delaware's surprising weakness competing in the emerging international market for corporate law".  He finds that less than 5% of Chinese...

Nevada Corporations, Corporate Governance

Do Judges Need To Put Wax In Their Ears To Avoid Delaware's Siren Song?

"But I with my sharp sword cut into small bits a great round cake of wax, and kneaded it with my strong hands, and soon the wax grew warm, forced by the strong pressure and the rays of the lord Helios Hyperion.  Then I anointed with this the ears of...

Nevada Corporations

Nevada Supreme Court: More Than Gross Negligence Must Be Shown For Director Breach of Fiduciary Claims

NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure...

Nevada Corporations, Nevada General Corporation Law

Like Marley, Court Forges Chain Of Liability Link By Link To Hold Nevada Director Liable For California Corporation's Debt

The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability.  Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in Odyssey Reinsurance Co....

Nevada Corporations

Has Nevada Banned Mandatory Arbitration Provisions In Articles And Bylaws?

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or exclusively in the court...

Nevada Corporations

Nevada Enacts Forum Selection Statute

Today is the 115th day of the 80th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3.  Corporate practitioners, however, will not have to wait until next week for the denouement.  Earlier this...

Nevada Corporations

Nevada Supreme Court Won't Allow Advisory Mandamus Escape Hatch

In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule.  The background of the case...

appeal, extraordinary writ, Nevada Corporations, Advisory mandamus, Nevada Supreme Court

The General Corporation Law That Doesn't Exist

Consider the following excerpts from recent filings made with the Securities and Exchange Commission:

The following description summarizes important terms of our capital stock. For a complete description, you should refer to our certificate of...

Nevada Corporations, Nevada General Corporation Law, Nevada Revised Statutes, NRS

Is Someone Else's Purpose An Improper Purpose?

This post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster's recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798.  The case involved a stockholder's...

Delaware General Corporation Law, Nevada Corporations, stockholder inspection, J. Travis Laster, NRS 78.257, Section 220, Wilkinson v. Schulman

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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