No Calm In Delaware After Calma v. Templeton

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its costs and risks or a settlement that “feeds the bulldog”.  Thus, the Delaware Court of Chancery’s rulings in Calma v. Templeton,

New LLC Is Not Delivered By Sale Membership Interests

Readers of this blog should be well aware of California’s general antipathy to covenants not to compete.  See The Point Of An Unenforceable Noncompete May Be Very Sharp Indeed,Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or Two), TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California Court

Are Delaware Directors Deathless?

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I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows: Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Nevada

“Does Anybody Really Know What Time It Is?”

Last Friday, Broc Romanek posted about the problem of expressing and determining time in contracts.  This reminded me of a Nevada Supreme Court case from 2001 in which the constitutionality of two bills hinged on whether midnight Pacific standard time is the same as midnight Pacific daylight saving time. At the time, the Article 4, Section

Nevada To Allow Corporations To Stiff Charon

Unsuccessful corporations often fall into an eternal desuetude.  Having nothing, no one wants to pay the Secretary of State to complete their dissolution.  Because they don’t file the required annual lists and pay the annual fees, their charters are revoked.   They then become like those poor souls with no coin for Charon, they cannot complete the journey to complete

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 Governor Brian Sandoval, the Governor’s office released this laudatory statement concerning the legislation. Nevada corporations and foreign corporations transacting business in Nevada will encounter

Jury Verdict Unhinged By Holding That Incardination Isn’t Necessarily Employment

The ecclesiastical doctrine of incardination defines the relationship between clerics and the church.  According to the United States Conference of Bishops (no relation), “incardination is traditionally used to refer to the attachment of the priest or deacon to a diocesan Church headed by the diocesan bishop.”  In an opinion issued yesterday, the Nevada Supreme Court

Director Claims That She Ne’er Consented, Court Finds Consent

Last April, I warned that October 1, 2014 would be a critical day for directors of Nevada corporations.  See Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities.  Now, we have a case giving proof to my warning.  Advanced Vision Solutions, Inc. v. Lehman, 2015 U.S. Dist. LEXIS 9035 (January 26, 2015).

Nevada Supreme Court Finds No Jurisdiction In Suit By Nevada Client Against Texas Law Firm

In an opinion issued yesterday, the Nevada Supreme Court considered whether a Nevada client had made the requisite prima facie showing of personal jurisdiction over its erstwhile Texas-based law firm.  Fulbright & Jaworski LLP v. Eighth Jud. Dist. Ct., 131 Nev. Adv. Op. 5 (2015).  The plaintiff sued the Texas law firm for breach of fiduciary duty arising from

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 at the  University of California, Berkeley – School of Law provides strong evidence that Nevada is succeeding in attracting