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CALIFORNIA CORPORATE & SECURITIES LAW

How Nevada Surpasses Delaware In Limiting The Liability Of Directors And Officers

It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).  Suddenly, incorporation in Delaware no longer looked like a good idea (at least from the perspective of a director).  At the time, Chicago…

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There Is No Alter Ego Liability When The Creditor Knows There Is No Corn In the Husk

Ok, I admit Fusion Capital Fund II, LLC v. Ham, 2010 U.S. App. LEXIS 15962 (Aug. 2, 2010) does not deal with California law.  The case caught my eye because it isn’t all that often that you see an opinion interpreting Nevada corporate law written by Chief Judge Frank Easterbrook and joined by Judges Richard A. Posner and Michael…

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