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Allen Matkins

Nevada Supreme Court Follows Delaware In Overruling Gentile v. Rosette

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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

Allen Matkins

Nevada Supreme Court Rejects The "Uncontrollable Child" Theory Of Parent-Subsidiary Relationships

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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

Allen Matkins

Nevada Supreme Court Finds CEO's Statements To Shareholders, Directors And Officers May Be Protected Activity

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Nevada, like California, has enacted an anti-SLAPP law that is intended to protect citizens' First Amendment rights to petition the government for redress of grievances and to free speech by limiting the chilling effect of...more

Allen Matkins

Nevada Supreme Court Affirms Choice Of New York Over Delaware

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Five years ago, I noted that the Nevada Supreme Court had adopted New York's more deferential approach for assessing special litigation qualifications in Auerbach v. Bennett, 393 N.E.2d 994 (N.Y. 1979) over that of the...more

Allen Matkins

Nevada Supreme Court Finds California Precedent "Persuasive" In Appeal Of Derivative Action

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What, if any, is the standing of a corporation in a derivative action?  Until this month, that question was yet to be addressed by the Nevada Supreme Court.  We now have an answer....more

Allen Matkins

Nevada Favors New York Over Delaware Precedent For SLC Review

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Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Allen Matkins

Nevada’s Constitutional Limitation On Shareholder Liability

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Article 8, Section 3 of the Nevada Constitution provides: Dues from corporations shall be secured by such means as may be prescribed by law; Provided that corporators in corporations formed under the laws of this State...more

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