California Corporate & Securities Law

Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada corporations and my post...

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 Approve Documents In...

Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth. Despite these assets, Globe didn't make a go of...

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the proposal.  Yesterday, it filed ...

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 law.  In Tsatas v....

Will The First State No Longer Be First?

Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement.   Sjunde AP-Fonden v. Activision...

As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance.  Currently, NRS 78.135 provides:

Suddenly, DExit has moved from the theoretical to the real.  Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada.  See