Yesterday’s post considered one of several matters raised on appeal in Perry v. Stuart, 2025 WL 1501935. The case involves a former member’s demand for inspection of records of a California limited liability company. Another issue raised in the appeal was whether
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Is There A Contemporaneous Membership Requirement For LLC Inspections?
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…
Nevada Legislature Approves Amendments To The State's Corporate Law
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…
Should Nevada Corporations Say Goodbye To Ratification Of Auditor Appointments?
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…
Judge Rules Shareholders Can Pursue Derivative Claim Following A "Conversion"
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…
If "Will" Means "Shall", Does "Shall" Mean "Will", "May" or "Must"?
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…
Is This Harvard Magazine Article Incorrect?
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…
Complaint Need Not Allege Fraud, Misrepresentation, Or Deceit To Be "Based Upon" A Corporation’s “Fraud, Misrepresentation or Deceit"
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…
Another Court Conflates Limited Liability Companies And Corporations
For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations. See What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?, The Too Too Unpardonable Fault Of Conflating LLCs…
Court: Nevada Allows Controllers To Vote In Their Own Interest
Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada corporations and my…