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CALIFORNIA CORPORATE & SECURITIES LAW

Does Assertion Of Business Judgment Rule Waive Attorney-Client Privilege?

Nevada, like California, has codified the attorney-client privilege: A client has a privilege to refuse to disclose, and to prevent any other person from disclosing, confidential communications: Between the client or the client’s representative and the client’s lawyer or the representative of the client’s lawyer Between the client’s lawyer and the lawyer’s representative. Made for…

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“We Reserve The Right To Refuse Service To Anyone”, But What Would Blackstone Do?

“The common law of England, so far as it is not repugnant to or in conflict with the Constitution and laws of the United States, or the Constitution and laws of this State, shall be the rule of decision in all the courts of this State.” NRS 1.030. I’ve previously written about how both California…

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A Failure To Mediate Results In A Failure To Litigate

Mediation is often viewed as less costly alternative to litigation.  Therefore, it is not unusual for parties to include a mediation provision in their contracts, such as the following: The parties agree that any disputes or questions arising hereunder, including the construction or application of [the] Agreement shall be submitted to mediation between [MBA] and [Alaska…

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Nevada Supreme Court Opines On Scope Of Debtor’s Exemption For Stock

NRS 78.746 provides that, with several qualifications, the exclusive remedy of judgment creditors with respect to the stock in a relatively closely held corporation is to charge a stockholder’s shares.  To the extent so charged, the creditor only has the rights of an assignee of the shares.  This means that a judgment creditor has rights…

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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…

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Nevada Supreme Court Pragmatically Rules On Delivery Of Dissenters’ Rights Notices

Last week, the Nevada Supreme Court answered the question of whether notice of dissenters’ rights must be delivered to both stockholders of record and beneficial owners. NRS 92A.410(2) provides that when a merger is effected without stockholder approval under NRS 92A.180, the Nevada corporation “shall notify in writing all stockholders entitled to assert dissenters’ rights…

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