California Corporate & Securities Law

Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

In family law, the fights are often over who gets custody of the kids, the pets and the house. Shareholders battle over many things, but you don't often hear of custody fights in the corporate context. Is it even possible to win custody of a...

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...

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 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.  Id.  ...

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...

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...

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...