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CALIFORNIA CORPORATE & SECURITIES LAW

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

The answer to this question in Nevada may soon be an unequivocal “no”.  Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature.  Among other things, Section 2 of SB 203 declares: The directors and officers of a domestic corporation, in exercising their duties under NRS 78.138 and 78.139,…

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California And Nevada Corporations Can Do This But Not Delaware Corporations

Sometimes it’s nice to tidy up the corporate stock book.  For example, a corporation may effect a stock split and want to collect the outstanding certificates and exchange them for new certificates reflecting the change.  California and Nevada provide a mechanism for this Delaware does not. California Corporations Code Section 422(a) provides: When the articles are…

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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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