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CALIFORNIA CORPORATE & SECURITIES LAW

Is California “The Biggest Loser”?

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware’s Dominance Of Corporate Law.  The symposium is being presented by the Lowell Milken Institute for Business Law and Policy at UCLA’s School of Law.  My panel consists of distinguished legal scholars from around the country: Michal Barzuza…

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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…

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Scholars Ask “Just How Lax Is Nevada Corporate Law?”

As someone who has been writing for decades about Nevada corporate law, it is has been refreshing to see so much academic interest in the state’s corporate law.  Last year, Professor Michal Barzuza at the University of Virginia published Market Segmentation: The Rise of Nevada as a Liability-Free Jurisdiction, 98 Va. Law Rev. 935 (2012) in which…

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Want To Reduce The Costs Of Controlling Cheating By Corporate Agents? Paper Suggests Incorporating In Nevada

Last month, I mentioned a recent article by Professor Michal Barzuza which described Nevada as applying “a strikingly lax corporate law to its corporations”.  Michal Barzuza, Market Segmentation: The Rise of Nevada as a Liability-Free Jurisdiction, 98 Va. Law Rev. 935 (2012).  Now, Professor Bruce Kobayashi and the late Professor Larry Ribstein have published an article that…

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Dummy Officers Are A Dumb Idea

If you incorporate a corporation in Nevada, you will be required to file an annual list of officers and directors with the Nevada Secretary of State.  NRS 78.150(c).  There is nothing terribly unusual about this.  California has a similar requirement.  Cal. Corp. Code § 1502.  As I discussed in this earlier post, the Nevada Secretary of…

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