California Corporate & Securities Law

"But I with my sharp sword cut into small bits a great round cake of wax, and kneaded it with my strong hands, and soon the wax grew warm, forced by the strong pressure and the rays of the lord Helios Hyperion. Then I anointed with this the ears of...

NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure...

The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability.  Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in Odyssey Reinsurance Co. v....

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or exclusively in the court...

Today is the 115^th day of the 80^th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3. Corporate practitioners, however, will not have to wait until next week for the denouement. Earlier this...

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...

Consider the following excerpts from recent filings made with the Securities and Exchange Commission:

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...

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...