Nevada Supreme Court Follows Delaware In Overruling Gentile v. Rosette

The line between a direct and derivative action is often indistinct and hence the object of controversy.

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

Converting A Corporation Is Not Domestication

In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation.  The Form 8-K filed by this company included the following statement:

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...

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...

Nevada Enacts Law Permitting Correction Of Erroneous Corporate Filings

In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes.  His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of genius" and mistakes are...

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