9th Circuit Upholds Issue Preclusion In Subsequent Derivative Suit

Derivative suits rarely arrive alone.  When something goes awry, directors and officers can be expected to see multiple suits based on demand futility as well as wrongful demand refusal.  Often, suits will be filed at different times and in different fora.  It is important to remember, however, that the “real” plaintiff in these suits is

Nevada Poised To Increase Output Of Reported Decisions

In November, the voters of Nevada approved Question 1 which amended Article 6 of the Nevada Constitution to create an intermediate Court of Appeals. California’s intermediate court is styled the Court of Appeal (no “s”).  Initially, the Nevada Court of Appeals will consist of three judges (not justices), but the legislature will have the authority

Nevada’s Business Judgment Rule: FDIC – 4; Management – 0

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty.  Here is a brief recap of these decisions: In FDIC v. Delaney, 2014 U.S. Dist. LEXIS 90147 (July 2, 2014), the FDIC asserted claims against two former directors

Nevada Secretary Of State Denies Hacking Claim

Recently, Cytta Corp., a small Nevada corporation, filed this Form 8-K reporting that it had “discovered that it was the victim of an online hacking incident on October 30th, 2014 in that, unauthorized person or persons accessed the Nevada Secretary of State Corporate filing system known as ‘Silverflume’ and surreptitiously altered the Officer and Director information

Nevada’s Duty Of Care Standard Fails To Win Summary Judgment For Director

NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation.  This contrasts with Delaware case law which speaks of a triad of duties comprised of care, loyalty and good faith, with good faith standing a bit

The Academy Loves Nevada Corporate Law!

The incognoscenti may not know it, but today is Nevada Day.  On this date in 1864, Nevada joined the Union and helped support the reelection of Abraham Lincoln and the Thirteenth Amendment.  Delaware did not – it joined New Jersey and Kentucky in casting its electoral votes for General George McClellan.  See Lincoln (The Movie) Overlooks

Why Does Determining A Quorum Have To Be So Complicated?

California’s quorum requirement for meetings of directors appears on its face to be straightforward – a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business.  Cal. Corp. Code § 307(a)(7).  Leaving aside the possibility of an exception in the articles or bylaws (a subject for another post),

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