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CALIFORNIA CORPORATE & SECURITIES LAW

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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Non-Resident Officers And Directors Found Subject to Personal Jurisdiction Of Nevada Courts

In 1977, the United States Supreme Court dealt a mortal blow to Delaware’s sequestration scheme for establishing personal jurisdiction over non-resident directors.  Shaffer v. Heitner, 433 U.S. 186 (1977).  Within weeks, the Delaware legislature enacted an implied consent statute for directors. Del. Code tit. 10, § 3114(a).  In 2003, the legislature amended Section 3114 to…

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