The Nevada Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d) of [s]ection 17701.13” “[u]pon the request of a member” of the limited liability company “for purposes reasonably…

In prior posts, I have discussed some the changes that AB 239 would make to Nevada’s corporate law.  See Nevada Bill Would Expressly Allow Directors To Approve Documents In “Preliminary Form”, In More Bad News For Delaware, Nevada Legislature Proposes To Allow Jettisoning Jury Trials For “Internal Actions”, and Nevada Bill Would Impose A Duty…

According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a “redomestication”.  See Converting A Corporation Is Not Domestication.  The next day, Tripadvisor filed its first proxy statement with the Securities and Exchange Commission as…

A year ago, I posited the question whether a derivative suit can survive a conversion.  See  Can A Derivative Suit Survive Conversion? I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor…

In reviewing a recent agreement, I came across the following interpretive provision:

The word “will” shall be construed to have the same meaning and effect as the word “shall.”

As someone who has commented about the ambiguity of “shall” in corporate documents, I find this rule of interpretation to be decidedly unhelpful:

Although “shall” is…

There have been numerous news reports about the discovery of an original Magna Carta at the Harvard Law School Library, including this article in Harvard Magazine.  According to these reports, a document previously categorized as a “copy” of the famous charter has recently been determined to be the seventh known original of King Edward I’s…

In 2002, the California Legislature created the Victims of Corporate Fraud Compensation Fund as part of the Corporate Disclosure Act.  See Victims of Corporate Fraud Fund.  There are a number of conditions that must be met to receive a payout from the fund.  One of these conditions is that the victim secure “a final…