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Corporations Code NV Supreme Court

Allen Matkins

Nevada Supreme Court Follows Delaware In Overruling Gentile v. Rosette

Allen Matkins on

The line between a direct and derivative action is often indistinct and hence the object of controversy. In 2017, the Nevada Supreme Court held that a class action lawsuit should be dismissed for failure to plead a...more

Allen Matkins

Does The State Make Or Beget Corporations?

Allen Matkins on

To non-lawyers, a "person" is usually understood to refer to a human being.  At law, entities such as corporations and limited liability persons are often endowed with personhood.  See, e.g., Cal. Corp. Code § 18 ("'Person'...more

Allen Matkins

Nevada Supreme Court Holds Conversion Vests Converting Corporation's Nevada Business License In Converted LLC

Allen Matkins on

NRS 107.028 lists a number of different categories of persons who may serve as trustee under a deed of trust.  One category is domestic or foreign entity which holds a current state business license issued by the Secretary of...more

Allen Matkins

Securities Claim Fails Because Option Exercise Is Not A Sale

Allen Matkins on

A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code.  The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more

Brownstein Hyatt Farber Schreck

Nevada Legislature Innovates Corporation and LLC Laws

The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more

Allen Matkins

Nevada Favors New York Over Delaware Precedent For SLC Review

Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

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