In this February post, I pondered the question of whether an issuer could allocate shares on the basis of race, gender or ethnicity.  That post was inspired by the case of  Glennon v. Johnson, U.S. Dist. Ct. Case No. 1:25-cv-01057 (N.D.…

The ink has barely dried on Delaware’s hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the Securities and Exchange Commission, Roblox Corporation, an NYSE…

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware’s General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and Exchange Commission seeking stockholder approval of a reincorporation in Nevada. 
“Fugit…

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act’s registration and prospectus delivery requirements.  Because the statute refers to sellers, it seems unlikely that investors themselves might have liability under Section…

Employee stock bonus, stock purchase, and stock option plans are extremely common.  Most employees and prospective employees are undoubtedly happy to receive these types of equity compensation awards, but can an employer require an employee to invest in the employer’s…

The Nevada legislature is currently considering a bill, SB 201, that would restrict, with certain exceptions, an association or unit’s owner who rents or leases his or her unit from prohibiting a unit’s owner or occupant of a unit…

Three years ago, the Securities and Exchange Commission issued a nearly 500 page rule proposal that would require registrants to provide certain climate-related information in their registration statements and annual reports.  At the time, I argued. albeit to no avail,…