10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory...
Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes...
View ArticleCourt Addresses “Fair Value” Determination In Statutory Buyout Proceeding
When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the...
View ArticleHow Does One Know When A Corporation Is Antagonistic?
When a shareholder files a derivative suit in state court, the defendants often will try to have the case removed to the federal district court. Federal courts, however, are courts of limited...
View ArticleU.S. District Court Finds Personal Jurisdiction In Derivative Suit
I think it is beyond peradventure that a state enjoys personal jurisdiction over corporations incorporated within that state. What about the personal jurisdiction over the corporation’s directors and...
View ArticleWant 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...
View ArticleHow To Confer A $6.9 Million Benefit For Less Than A Half Dollar
In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen. According to...
View ArticleCan Shareholders Sue CEOs For Corporate Social Activism?
In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders: Our message to small shareholders of companies...
View ArticleShareholder Derivative Suit Or Derivative Action?
I have long puzzled over the question of which is correct – “derivative suit” or “derivative action”? Historically, the term “suit” was used for proceedings in equity. California courts have...
View ArticleNevada Favors New York Over Delaware Precedent For SLC Review
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...
View ArticleDelaware Special Litigation Committee Review “Could Stand A Good Tweaking”
UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court’s decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware’s Zapata Corp. v....
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