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Nevada Corporate Governance Derivative Suit

Allen Matkins

Judge Finds Demand Futility Is A "Live" Issue

Allen Matkins on

A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss.  In re Franklin Wireless, 2024...more

Allen Matkins

Nevada Supreme Court Affirms Contemporaneous Ownership Requirement In LLC Derivative Action

Allen Matkins on

In a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022).  The case...more

Allen Matkins

Nevada's Director Liability Standard Defeats Another Derivative Suit

Allen Matkins on

NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with...more

Allen Matkins

Lack Of Knowledge Defeats Breach Of Fiduciary Duty Claim

Allen Matkins on

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation".  The case involved allegations that...more

Allen Matkins

Court Finds Derivative Claims Involving Nevada Corporation Were Not "Validly In Litigation"

Allen Matkins on

A shareholder bringing a derivative claim, faces a choice.  The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the...more

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