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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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Want To File A Derivative Suit? You May Soon Be Required To Read Statutes

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following: In an action involving or relating to a domestic corporation that is subject to the provisions of NRS 41.520 or alleges a breach of a fiduciary duty by a director…

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Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states.  Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by other states.  One way to protect the franchise is by embracing the “internal affairs doctrine”. The internal affairs…

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