Officer Exculpation Is Old News And Automatic In This State

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. ...

Nevada Supreme Court Affirms Choice Of New York Over Delaware

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 ...

Why Stand On Ceremony When You Can Have A Ceremonial Charter?

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...

Happy Nevada Day - Everyday!

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...

Looking For Stiffer Loan Terms?  Nevada May Be Able To Help

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...

Can An Article Or Bylaw Forum Selection Provision Bind Persons Who Are Not Yet Stockholders?

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...

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...

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...

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...

1 2 3 4 5