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Nevada Seizes Delaware’s Business Entity Formation Crown

Delaware has long dominated the market for incorporations. Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. ...more

Three Questions To Ask Before Incorporating In Delaware

In the business world it was once commonly said that “no one ever was fired for buying IBM”. Given Delaware’s preeminent market share, the same thinking may underlie a recommendation to incorporate there. Before making that...more

Nevada Corporate Law: What’s Wrong With Expedition?

As someone who has been writing about Nevada corporate law for over two decades, I’ve been somewhat amused by the recent “discovery” of the Silver State as an alternative to Delaware. Writing for The Wall Street Journal, Liz...more

Nevada Set To Boost Business Fees For Domestic And Foreign Corporations By 150%

Last week, the Nevada legislature passed what the Reno Gazette-Journal has branded as the state’s “largest-ever tax increase”. Although the state’s legislative website does not yet list the bill as having been approved by...more

Welcome To California: No Foreign Corporations Need Apply

California continues to hemorrhage corporate charters to Delaware and Nevada.  The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from...more

These Data Show Nevada Rising And California Sinking

A recent paper by Matthew D. Cain, an economic fellow at the Securities and Exchange Commission, Stephen B. McKeon, an Assistant Finance Professor at the University of Oregon, and Steven Davidoff Solomon, a Professor of Law...more

1/30/2015  /  Business Formation , Jurisdiction

The Academy Loves Nevada Corporate Law!

The incognoscenti may not know it, but today is Nevada Day. On this date in 1864, Nevada joined the Union and helped support the reelection of Abraham Lincoln and the Thirteenth Amendment. Delaware did not – it joined New...more

Are Proper Names In A Language?

My last name is Bishop. In Spanish, it would be Obispo. If I included Obispo in a corporate name, would that be acceptable to the Secretary of State?...more

Nevada’s New Business Portal Collects $100 Million In State Revenue

A little over a year ago, I wrote about the Nevada Secretary of State’s launch of Silverflume. This innovative internet website aims to be a “one stop” portal that consolidates and coordinates the information needed to start...more

Secretary Of State Changes Forms And Procedures For LLC Filings

Novelty does not mean better. With the change from 2013 to 2014, California repealed, albeit unconstitutionally, the Beverly-Killea Limited Liability Company Act (former California Corporations Code sections 17000 – 17657),...more

When Incorporating, Stay Off The “Highway of Sorrow” For There May Be No Turning Back

As an erstwhile player of the five-string banjo, I’m a big fan of Bluegrass music. One of my favorite songs is the rueful “Highway of Sorrow” as performed by the great flat pick guitar player Doc Watson. The song includes...more

The Diminishing Privacy Of Private Corporations

In 2000, what was then known as the General Accounting Office (now, the Government Accounting Office) warned of possible money laundering by Russian entities using U.S. corporations. The report was addressed to Senator Carl...more

“Great Caesar’s Ghost!” SOS Battles Backlog With 3 x 5 Cards

As part of the state budge process, state agencies must appear and testify before legislative budget committees. I recall some stressful moments testifying on the Corporations Committee Budget before a budget committee...more

Court Rules Law Firm That Drafted Documents Was Not A Seller Of Securities

Section 25400(d) of the California Corporations Code declares it unlawful for any broker-dealer or “other person selling or offering for sale” to make a false or misleading statement for the purpose of inducing the purchase...more

12/17/2012  /  Brokers , Business Formation , Securities
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