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Does Assertion Of Business Judgment Rule Waive Attorney-Client Privilege?

Nevada, like California, has codified the attorney-client privilege:

A client has a privilege to refuse to disclose, and to prevent any other person from disclosing, confidential communications:

  1. Between the client or the client’s representative...

Nevada Corporations, NRS 49.095, Nevada Supreme Court, advice of counsel, attorney-client privilege, Attorney-Client Privilege/Work Product, business judgment rule, Limited, NRS 78.138, Okada, waive, Wynn Resorts

Nevada's Constitutional Limitation On Shareholder Liability

Article 8, Section 3 of the Nevada Constitution provides:

Dues from corporations shall be secured by such means as may be prescribed by law; Provided that corporators in corporations formed under the laws of this State shall not be individually...

Nevada Corporations, Goldfield, Nevada, Nevada constitution, NRS 78.225, Seaborn v. Wingfield, Section 3, Article 8, george wingfield

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware's Judicial Decisions Or Practices?

The answer to this question in Nevada may soon be an unequivocal "no".  Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature.  Among other things, Section 2 of SB 203 declares:

The...

Nevada Corporations, nevada corporation, SB 203, Delaware precedents, NRS 78.138, SB203

Alter Ego and the Nevada LLC

California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:

 A member of a limited liability company shall be subject to liability under the common law governing alter ego...

Limited Liability Companies, Nevada Corporations, llc, webb v. shull, 17703.04, Alter Ego, Jennifer A. Dorsey, Limited Liability Company, Pharmaplast S.A.E. v. Zeus Medical, piercing the corporate veil

Want To File A Derivative Suit? You May Soon Be Required To Read Statutes

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

In an action involving or relating to a domestic corporation that is subject...

Nevada Corporations, Nevada legislature, SB 203, derivative suit, exculpation, fiduciary duty, NRS 78.138, NRS 78.139, Rule 23.1, verification

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions.  In the first case, Unocal Corporation v. Mesa Petroleum Co., 493 A.2d 946...

Nevada Corporations, heightened scrutiny, Revlon Standard, business judgment rule, change in control, NRS 78.139, Unocal standard

Even In Nevada, "Get It In Writing" May Not Be Far From The Mark

A recent ruling by U.S. District Court Magistrate George Foley, Jr. serves as a reminder the "get it in writing" tends to be good advice.  The case involves a casino's attempt to enforce a $3 million gaming debt incurred by one of its patrons.  This...

Nevada Corporations, gaming debt, marker, Desert Place v. Michael, George Foley, Jr., lammers, rim cards

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states.  Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states.  One way...

Nevada Corporations, SB 203, California Corporations Code, foreign corporation, Hollis v. Hill, internal affairs doctrine, Section 2116, Shaffer v. Heitner, Super Pawn Jewelry & Loan v. Am. Envtl.

Is California "The Biggest Loser"?

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware's Dominance Of Corporate Law.  The symposium is being presented by the Lowell Milken Institute for Business Law...

Nevada Corporations, lynn LoPucki, Michal Barzuza, Broc Romanek, Corporate Governance, You can't go home again

The Right To Dissent And Fractional Shares

I've devoted several posts to how California's General Corporation Law deals with fractional shares.  Nevada's approach to fractional shares is somewhat different.  For example, Nevada permits rounding up to a full share in all cases.  NRS...

Nevada Corporations, dissenters' rights, fractional shares, NRS 78.205, scrip

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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