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...

TripAdvisor Reports Approval Of Nevada Redomestication

In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday, the company filed a Form 8-K...

Officer Exculpation Is Old News And Automatic In This State

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention....

Here Is Something A Board Can Do Under Nevada, But Not California, Law

The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the board consist of at least...

Nevada Supreme Court: Inherent Fairness Standard Cannot Be Used To Rebut The Business Judgment Rule

Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation." NRS 78.138(3)....

Nevada Supreme Court: More Than Gross Negligence Must Be Shown For Director Breach of Fiduciary Claims

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 General Corporation Law That Doesn't Exist

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

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