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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

FTB Publishes Disinformation About Corporations

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website.  Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

Nevada Corporations, Section 2105, Corporate Governance, Alter Ego, Bylaws, chapter 5, franchise tax board, Section 506

Nevada Now Requiring Director Names Upon Incorporation

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...

Nevada Corporations, nevada corporation, Secretary of State, AB 123 (Ellison), alternative due date, initial list, NRS 78.150

Delaware Special Litigation Committee Review "Could Stand A Good Tweaking"

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

To...

Nevada Corporations, Derivative Suits, Auerbach v. Bennett, Delaware, derivative action, derivative suit, SLC, Stephen Bainbridge, Zapata

How To Win Custody Of A Corporation

In family law, the fights are often over who gets custody of the kids, the pets and the house.  Shareholders battle over many things, but you don't often hear of custody fights in the corporate context.  Is it even possible to win custody of a...

Nevada Corporations, custodianship, Inc., Jennifer A. Dorsey, NRS 78.347, Souza v. Elevate

Nevada Supreme Court Adopts Delaware's Direct Harm Test For Derivative Claims

On the same day that the Nevada Supreme Court rejected Delaware's approach to reviewing special litigation committee determinations, it adopted Delaware's test for determining whether a shareholder suit is derivative or direct.  Parametric Sound...

Nevada Corporations, Parametric Sound Corp., Cohen v. Mirage, derivative, direct harm, Tooley v. Donaldson

Review Of Special Litigation Committee Recommendations

Yesterday's post limned the Nevada Supreme Court's adoption of New York's Auerbach standard of review for special litigation committee recommendations.  In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017).  The Supreme Court...

Nevada Corporations, derivative action, evidentiary hearing, In re Dish Network, Justice Kristina Pickering, SLC, Special Litigation Committee

Nevada Favors New York Over Delaware Precedent For SLC Review

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  ...

Nevada Corporations, New York, Auerbach, business judgment rule, Delaware, derivative suit, In re Dish, SLC, Special Litigation Committee, Zapata

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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