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Nevada Publicly-Traded Companies Board of Directors

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law".  For the title and them of her...more

Allen Matkins

Cave Delaware Aut Bene Dormi Delaware?

Allen Matkins on

I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?".  14 CEB California Business Law Reporter 259 (1992).  In the ensuing decades, I have...more

Allen Matkins

Do Nevada Courts Ignore Delaware Precedents?

Allen Matkins on

In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be.  Among other things, he responds to my argument that Nevada eschews Delaware law...more

Allen Matkins

DExit - Would Oliver Cromwell Reincorporate In Nevada?

Allen Matkins on

Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened?  His article analyzes the reasons that companies give for leaving Delaware for other...more

Allen Matkins

Another Publicly Traded Delaware Corporation Propose Move To Nevada

Allen Matkins on

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada.  Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more

Allen Matkins

Directors Removing Directors

Allen Matkins on

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more

Allen Matkins

No Exit: Stockholders Fail To Grant Leave To Leave Delaware For Nevada

Allen Matkins on

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  I characterize...more

Allen Matkins

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

Allen Matkins on

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more

Allen Matkins

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Allen Matkins on

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or...more

Allen Matkins

Converting A Corporation Is Not Domestication

Allen Matkins on

In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation.  The Form 8-K filed by this company included the following statement...more

Allen Matkins

Another Public Company Announces Plan To Decamp To Nevada - Is Delaware's Dam About To Burst?

Allen Matkins on

The Delaware dam may not be bursting but there are signs that it is leaking.  In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in...more

Allen Matkins

Are Delaware Corporations "Rolling Down Hill, Like A Snowball Headed For . . ."?

Allen Matkins on

For Delaware, are the good times really over for good?  University of Virginia School of Law Professor Michal Barzuza fears that they might in a recently posted a draft of her upcoming article entitled "Nevada v....more

Allen Matkins

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

Allen Matkins on

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money...more

Allen Matkins

If The Court Of Chancery Is Predictable, Why Does Anyone Bother To Go To Court?

Allen Matkins on

In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams.  The case involved...more

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