Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities

Two years ago, the Nevada Supreme Court in an en banc decision held that a state district court may exercise jurisdiction over the nonresident officers and directors of a Nevada corporation with its principal place of business in Spain.  Consipio Holding, BV v. Carlberg, 282 P.3d 751 (Nev. 2012).  The Supreme Court reasoned When officers

“Don’t tell me not to worry, and please don’t call me partner.”

How many websites and marketing materials have you seen that identify a company’s suppliers and other vendors as “partners”?  Does this mean that the company actually intends to communicate that it has formed a legal partnership with the named suppliers and vendors?  In most cases, probably not.  So, why would a company describe its vendors

Joint Venturer May Be Partner By Estoppel

Benjamin Disraeli is often credited with saying “With words we rule men”.  I haven’t found a source for that particular quotation.  Even if he never uttered or wrote those words, I like the quote and the idea that the former prime minister may have said them. A case handed down this week by the Nevada

Nevada’s New Business Portal Collects $100 Million In State Revenue

A little over a year ago, I wrote about the Nevada Secretary of State’s launch of Silverflume.  This innovative internet website aims to be a “one stop” portal that consolidates and coordinates the information needed to start a business.  Silverflume asks a series of questions about the type of entity desired, what it will do, where

Numera Senatum! Broker Non-Votes And The Quorum Problem

In ancient Rome, the Senate could not conduct business unless a quorum was present. A senator wishing to delay action by the Senate could demand a quorum count by demanding “numera senatum!,” meaning count the house. The Romans didn’t invent the idea of the quorum. Before the Romans, the Athenians imposed a quorum requirement on

Where Exactly Is It Written That Shareholders Aren’t Liable For Corporate Debts?

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead a corporation to waive the limited liability of shareholders in its articles of incorporation.  That section provides “Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not

In Honor Of Nevada Day – A Transaction You Can Do In Nevada, But Not Delaware

Unlike the monks of Mt. Athos, I don’t adhere to the Julian Calendar (today is October 17, 2013).  However, I do remain a traditionalist when it comes to Nevada Day.  October 31 is the original date on which Nevada Day was celebrated.  In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to

There May Be Fifty Ways To Leave Your Lover, But In Nevada There Are Four Ways To Change A Corporation

There are only few days left until Nevada Day.  See “Out by the Truckee’s Silvery Rills”.  If you’re still looking for that special Nevada Day gift, nothing says “Happy Nevada Day” quite like a gift of  Bishop & Zucker on Nevada Corporations and Limited Liability Companies! Four Ways To Change A Corporation Nevada Revised Statutes (NRS) Chapter 92A

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong.  Under the SEC’s recently adopted Rule 506(d), one bad actor can indeed spoil the whole bunch.  To some extent issuers can exercise some control over who becomes or remains a covered persons.  However, an issuer may not be able to rid itself of all bad actors.  For example, the SEC has

Lost Writings And The Statute Of Frauds

In 1677, the English Parliament enacted a law establishing a legal principle that was eventually adopted by all of the future states of its nascent colonies – the Statute of Frauds. Nevada has adopted this same principle in NRS 111.205(1): No estate or interest in lands, other than for leases for a term not exceeding