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Corporate Counsel Nevada Corporate Governance

Snell & Wilmer

Choosing the Right U.S. Corporate Domicile in the Age of Dexit: Key Considerations

Snell & Wilmer on

Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more

King & Spalding

Comparing the Business-Focused Courts of Delaware, Texas, and Nevada

King & Spalding on

Over the last year, a discussion has accelerated around Delaware’s status as the favored state of incorporation for business entities, with many ventures debating whether they should choose to incorporate in Delaware or, if...more

Allen Matkins

Nevada Supreme Court Affirms Contemporaneous Ownership Requirement In LLC Derivative Action

Allen Matkins on

In a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022).  The case...more

Allen Matkins

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

Allen Matkins on

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...more

Allen Matkins

Why Stand On Ceremony When You Can Have A Ceremonial Charter?

Allen Matkins on

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system.  A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored...more

Allen Matkins

Looking For Stiffer Loan Terms?  Nevada May Be Able To Help

Allen Matkins on

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for...more

Allen Matkins

Nevada Begins 81st Legislative Session With Proposal For Significant Corporate Law Changes

Allen Matkins on

On Monday, the Nevada legislature commenced its 81st session.   The legislature meets biennially in odd numbered years.  The Session is limited to 120 days.  Nev. Const. Art. 4, § 2.  Yesterday, Senator James Ohrenschall...more

Allen Matkins

It's Time For Foreign Corporations To Publish Or Perish In Nevada

Allen Matkins on

In a recent post about Ruel Gridley's famous 50 lb. sack of flour, I mentioned The Reese River Reveille.  The Reveille began publishing in Austin, Nevada in 1863 and was published continuously for 130 years.  Nevada  seems to...more

Allen Matkins

Lack Of Knowledge Defeats Breach Of Fiduciary Duty Claim

Allen Matkins on

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation".  The case involved allegations that...more

Allen Matkins

Why Are Stockholders Of A Nevada Corporation Invoking The DGCL?

Allen Matkins on

When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and...more

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