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CALIFORNIA CORPORATE & SECURITIES LAW

Nevada’s Share of Corporate Charters Leads 48 Other States!

Recently, I came across this blog posting by Professor Larry Ribstein at the University of Illinois College of Law that discusses the role of Nevada in the market for corporate charters.  He discusses this this article in Boardmember.com and a more scholarly article by Professors Michal Barzuza and David C. Smith. Professors Barzuza and Smith…

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“Fair Is Foul, And Foul Is Fair”, But Are “Fair Value” And “Fair Market Value” Synonymous?

Last Friday, I wrote in this post about a recent Nevada Supreme Court decision that provides a modicum of guidance on how “fair value” is to be determined for purposes of Nevada’s dissenters’ rights law. California’s dissenters’ rights law doesn’t refer to “fair value”.  Rather, California uses the term “fair market value”.  According to Professor…

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Nevada Supreme Court Adopts Delaware Approach To Fair Value Burden Of Proof

Recently, the Nevada Supreme Court answered several questions concerning how to determine the “fair value” of shares under Nevada’s dissenters’ rights statutes (found in NRS Chapter 92A).  American Ethanol, Inc. v. Cordillera Fund, L.P. (May 5, 2011).    Nevada’s dissenters’ rights statutes are primarily based on the Model Business Corporation Act (MBCA), which is in turn based…

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Ahistorical Bedfellows: The California Corporations Code And The Common Law

Unlike New York or Virginia, the State of California was never an English colony (although Francis Drake named it New Albion and claimed it for England on June 17, 1579).   Rather than English, California’s European historical roots are Spanish.  Spain and then Mexico ruled what was to become California before it was ceded to the…

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Straining The Quality Of Mercy? Nevada’s Exculpation Statute

The legislatures of California, Delaware and Nevada have each enacted statutes eliminating or limiting the personal liability of corporate directors for monetary damages.  Cal. Corp. Code § 204(a)(10), Del. Code Ann. tit. 8 § 102(b)(7), and NRS § 78.138(7).  While it might be assumed that these statutes are generally similar, Nevada’s statute differs in two…

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Comparing Books And Records Stockholder Inspection Rights In California, Delaware and Nevada

The right of a stockholder to inspect a corporate books and records was originally a common law right. California, Delaware and Nevada have since codified stockholder inspection rights. However, as summarized by the table below, these rights differ significantly amongst the three states. (This table doesn’t address what may be inspected which is a subject…

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Nevada Business Entity Treatise Released Today!

Nearly two decades ago, I wrote what I believe to be the first treatise on the corporate law of Nevada.   Today, I’m pleased to announce the release of a new treatise, Bishop and Zucker on Nevada Corporations and Limited Liability Companies.  Here is the press release describing the new book.  My hope is that this new book will serve as a useful…

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Section 2115, The Internal Affairs Doctrine And Mandatory Indemnification Of Successful Agents

Last Friday, I wrote in this post about mandatory indemnification of agents pursuant to California Corporations Code § 317(d).  California’s neighbor to the East, Nevada, also requires indemnification of agents in much the same terms as California.  NRS 78.7502(3).  Delaware, however has not mandated by statute the indemnification of agents or employees who are not directors or officers…

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“Out by the Truckee’s Silvery Rills”

To many, October 31 is Halloween but to a few (well, maybe one or two) die-hard traditionalists like me, October 31 is Nevada Day.   As a schoolchild in Nevada, we always looked forward to having the day off from school.  October 31 was the date in 1864 on which Nevada was admitted as this country’s 36th state.  In fact,…

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