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...

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 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 Precedes Delaware In Blockchain Legislation

On July 21, 2017, Delaware's 74th Governor, John Carney, signed SB 69 into law.  This legislation amended various provisions of Delaware's General Corporation Law (Title 8, Delaware Code) ostensibly to establish express statutory authority for...

Suing The CEO For Social Activism Is Likely To Be Challenging Under Nevada Law

Yesterday's post concerned asked the question whether shareholders can sue CEOs for social activism.  The answer is of course, yes.  The more interesting question is whether shareholders will win the suit.  To answer that question, one must first...

Does Disclosure Of Results Of Internal Investigation Constitute Subject Matter Waiver?

Last Friday, I wrote about one of the docketed appeals in Wynn Resorts, Limited v. Eight Jud. Dist. Ct., 41 Nev. Adv. Op. 52 (2017).  Today's post concerns the other docketed appeal in that case.  This appeal addressed whether disclosure of an...

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

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

Nevada's Constitutional Limitation On Shareholder Liability

Article 8, Section 3 of the Nevada Constitution provides:

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:

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