Judge Finds Demand Futility Is A "Live" Issue
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss.  In re Franklin Wireless, 2024 WL 1163178 (March 18,...
Is There Any Repose For A Dissolved Nevada Corporation?

NRS 78.585 provides that dissolution does not impair any remedy or cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is  commenced within:

Why Haven't More Corporations Reincorporated In Nevada?

A great deal of attention, including in this blog, has been focused Delaware corporations reincorporating in Nevada and other states.  See, e.g., Reasons To Quit Delaware Are Gettin' Bigger Each Day and Are Delaware Corporations "Rolling Down Hill,...

Can A Derivative Suit Survive Conversion?

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice Chancellor J. Travis Laster...

Are D&O Premiums Less For Nevada Corporations?

I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an "opt-in" statute and unlike...

Reasons To Quit Delaware Are Gettin' Bigger Each Day

Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada.   The stockholders approved the proposed redomestication last spring, but the proposed...

What Are The Damages?

In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  The case concerned a challenge to the proposed redomestications of TripAdvisor, Inc. and  Liberty...

Vice Chancellor Laster Rules That It Is "Reasonably Conceivable" That Nevada Provides Greater Protection Against Fiduciary Liability Than Delaware

Last April, I wrote about a lawsuit challenging the redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc.  Yesterday, Vice Chancellor J. Travis Laster issued his ruling on the defendants' motion to dismiss the suit for failure...

Is Attaching Several Documents To A Single Email Procedurally Unconscionable?

In the high and far-off times, physical delivery was the only option of providing documents to the other side. Before copy machines, an agreement would be written and then rewritten on the same page. The two copies would be separated by cutting them...

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