Prof. Michal Barzuza says political considerations are not playing a significant role in why some companies are departing Delaware to reincorporate in other states. @bloomberglaw.com
Prof. Michal Barzuza discusses how Elon Musk’s threat to reincorporate his companies in other states has put pressure on Delaware. @yahoofinance.com
NV v. DE course: 2nd readings: Exculpation statutes: NV TX DE
www.linkedin.com/posts/michal...
New Course: Nevada v. Delaware! 📚
Readings for first meeting:
🔹 IN RE: ZAGG Inc. (2016) - United States Court of Appeals, Tenth Circuit. (lnkd.in/eF_zH7KZ)
🔹 Barzuza Nev.v.De.: Key Differences, Del.L. (2024).
🔹 Aguilar & Edwards, why companies are shifting from Delaware to Nevada, WSJ (2024)
7. As the Wynn Resorts case demonstrates, plaintiff success was driven by incidental circumstances -an internal fight that exposed information about board knowledge of wrongfulness and illegality.
5. Nevada courts require plaintiffs to bring particulized facts for "intentional misconduct fraud or knowing violation of law", which show intent, and knowledge of illegality or wrongfulness.
6. Showing these with no inspection rights it close to impossible.
2. Nevada's exculpation applies to self dealing-transactions , and breaches of good faith.
3. Nevada replaces Unocal and Revlon with the BJR
4. Nevada provides No inspection rights to shareholders in publicly traded firms
1. In contrast to the argument that Nevada and Delaware make different policy choices that strike “different balance”, Nevada's corporate law was shaped by a dominant guiding principle: offering stronger liability protections than the ones offered by Delaware law.
My publication in the recent volume of Delaware Lawyer summarizes main differences between Nevada and Delaware corporate law.
digital-editions.todaymediacustom.com/delaware-law...
