Legend Removal Requires Proper “Request To Register Transfer”

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel.  Improperly removing legends can get them in hot water with the Securities and Exchange Commission.  See, e.g., Holladay Stock Transfer, Inc. and Sharon M. Owens, Securities and Exchange Act

Court Addresses Jurisdiction Over Alleged Tortious Internet Conduct

By dramatically lowering the cost of disseminating information, the internet has made it possible for companies to “cybersmear” their competitors before a large potential audience at very little cost.  The internet also allows companies to disguise the source of the attack.  In Dinar Corp. v. Sterling Currency Group, LLC, 2014 U.S. Dist. LEXIS 114528 (D. Nev.

Stockholder Proposal Seeks Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement.  It’s there again this year.  Basically, it asks the stockholders to ratify and affirm all decisions and actions by Amerco’s directors and executive officers during the preceding fiscal year.  This ratification proposal was originally presented at the 2009 annual

Does A Director Have A Contractual Right To Compensation?

Yesterday, I wrote about stockholder challenges to director compensation.  Today’s post considers what happens when a director joins a board.  When someone is invited to join a board, she may ask about compensation.  The company may refer the candidate to the disclosure regarding compensation in the company’s proxy statement.  When the candidate agrees to join

When It Comes To Director Compensation Claims, Nevada And Delaware Are Fundamentally Different

Since 1969, there has no question that directors of a Delaware corporation have the authority to set their own compensation.  8 DGCL § 141(h).  Having authority to do something, however, doesn’t mean that the use of that authority won’t be challenged, as was illustrated by newly appointed Chancellor Andre G. Bouchard’s ruling last month in Cambridge Ret. Sys.

Nevada Exculpation Statute Leads To Dismissal Of Claims Against Erstwhile Officer

Nevada, unlike either California or Delaware, exculpates corporate officers from liability to the corporation for any damages as a result of “any act or failure to act” in his or her capacity as an officer unless it is proven that (i) the officer’s action or failure to act constituted a breach of his or her

This International Shoe Doesn’t Fit: Subsidiary May Not Be Parent’s Agent

Is a wholly-owned subsidiary per se an agent of the parent?  In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”.  The legal issue was whether the German parent of a Delaware corporation doing business in Nevada was subject to the jurisdiction of the Nevada courts.  Viega GMBH v. Eighth Judicial Dist. Court, 130

Delaware Court Rules Nevada Law Governs But Applies Delaware Law

Although there are many significant differences between the corporate laws of Nevada and Delaware, the Nevada Supreme Court has often looked across the country to Delaware.  Thus, the Nevada high court has adopted Delaware’s test for demand futility articulated in Aronson v. Lewis, 473 A.2d 805 (Del. 1984) (overruled in part on other grounds by Brehm v. Eisner,

If It’s An LLC, Why Cite Corporate Law?

I continue to be surprised when courts refer to state laws governing corporations when the subject entity is a limited liability company.  A recent example of this confusion can be found in Piatelli Co. v. Chambers, 2014 U.S. Dist. LEXIS 1556 (D. Nev. Jan. 7, 2014).  That case involved a dispute over whether an agreement had been approved by

Is Nevada Free-Loading On The SEC?

Nevada’s corporate law continues to attract attention from the academic community.  In a recent paper, three professors of accounting at West Chester University of Pennsylvania undertook a forensic examination of Nevada’s place in the market for corporate charters. Cataldo, A. J., Fuller, L., & Miller, T. (2014).  An Analysis of SEC and PCAOB Enforcement Actions against Engagement