Another Delaware Corporation Makes The Move To Nevada

"And friends they may thinks it's a movement."*

Does Guzman Supply An Answer To Moelis?

I always enjoy hearing from readers of this blog.  Recently, I wrote:

No Exit: Stockholders Fail To Grant Leave To Leave Delaware For Nevada

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...

How Would Nevada Decide Moelis?

In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a...

Nevada Supreme Court Follows Delaware In Overruling Gentile v. Rosette

The line between a direct and derivative action is often indistinct and hence the object of controversy.

When A California Corporation Converts To A California Limited Liability Company, What Happens To Its Nevada Business License?

NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS".   In Mahban v. Prestige Default Services,...

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

Converting A Corporation Is Not Domestication

In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation.  The Form 8-K filed by this company included the following statement:

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