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. ...
Officer Exculpation Is Old News And Automatic In This State
Posted on November 16, 2022
Here Is Something A Board Can Do Under Nevada, But Not California, Law
Posted on January 28, 2022
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...
Nevada Supreme Court: Inherent Fairness Standard Cannot Be Used To Rebut The Business Judgment Rule
Posted on March 26, 2021
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
Posted on February 28, 2020
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
Posted on December 21, 2017
Consider the following excerpts from recent filings made with the Securities and Exchange Commission:
