Nonprofit Quick Tip: Nevada and Arizona Nonprofit Corporation Registration and Annual Filings
A Look at the Unique Features of State AG Investigations and What Companies Should Consider in Selecting Outside Counsel - Regulatory Oversight Podcast
A Conversation with Nevada Attorney General Aaron Ford - Regulatory Oversight Podcast
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law....more
To stem the recent tide of high-profile corporate “DExit” moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025. To lure more...more
Introduction - Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this...more
Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly...more
Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman. Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom...more
I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239. See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To...more
Nevada's exculpatory statute, NRS 78.138(7), requires a plaintiff to both rebut a statutory presumption of good faith and prove a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of the...more
Amidst a flurry of recent reincorporations—conveniently coined “DExits”—of major corporations such as Dropbox, Tesla, and potentially Meta, Delaware’s future as a corporate safe-haven faces uncertainty. Delaware has long been...more
The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada. In preliminary proxy materials filed yesterday with the...more
As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance. Currently, NRS 78.135 provides...more
When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent...more
I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to Nevada. The first reason given for the move in TripAdvisor's proxy statement is saving money...more
Last week, I wrote about a pending challenge to the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada. The plaintiffs are claiming that these redomestications would...more
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...more
Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors. For...more