Earlier this week, I noted that the stockholders of Fidelity Financial Inc. failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The vote was hardly decisive because more...more
I always enjoy hearing from readers of this blog. Recently, I wrote:
Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more
In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. I characterize...more
Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very...more
In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
The line between a direct and derivative action is often indistinct and hence the object of controversy.
In 2017, the Nevada Supreme Court held that a class action lawsuit should be dismissed for failure to plead a...more
Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that...more
5/31/2024
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Corporate Officers ,
Fiduciary Duty ,
NV Supreme Court ,
Parent Corporation ,
Shareholder Litigation ,
Shareholders ,
Subsidiaries
NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS". In Mahban v....more
In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more
The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp....more
Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or...more
In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
The Delaware dam may not be bursting but there are signs that it is leaking. In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in...more
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss. In re Franklin Wireless, 2024...more
I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting. Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago. ...more
I recently discussed whether chat messages constitute "minutes" of a meeting. A related question is whether emails constitute a meeting....more
A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand...more
In California, some things are not what they seem. Here, a bumblebee, a crab or snail can be a fish, but a goldfish may not be a fish. Now, a bill is pending in the California legislature which threatens even more violence...more
A great deal of attention, including in this blog, has been focused Delaware reincorporating in Nevada and other states. Despite the talk, I have not found many recent examples of publicly traded companies reincorporating in...more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more
Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada. Palkon v. Maffei, 2024 WL...more
In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. into Nevada. As noted in this post, Vice...more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more