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    Nevada's Director Liability Standard Defeats Another Derivative Suit

    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...

    Nevada Corporations, derivative action

    Lack Of Knowledge Defeats Breach Of Fiduciary Duty Claim

    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...

    Nevada Corporations, derivative action

    Court Finds Derivative Claims Involving Nevada Corporation Were Not "Validly In Litigation"

    A shareholder bringing a derivative claim, faces a choice.  The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the demand would be futile.  NRCP...

    Nevada Corporations, derivative action, derivative suit

    Nevada Supreme Court Finds California Precedent "Persuasive" In Appeal Of Derivative Action

    What, if any, is the standing of a corporation in a derivative action?  Until this month, that question was yet to be addressed by the Nevada Supreme Court.  We now have an answer.

    Nevada Corporations, derivative action, derivative suit

    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...

    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...

    Nevada Corporations

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