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...
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...
business judgment rule,
change in control,
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...
Desert Place v. Michael,
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...
California Corporations Code,
Hollis v. Hill,
internal affairs doctrine,
Shaffer v. Heitner,
Super Pawn Jewelry & Loan v. Am. Envtl.
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...