October 7, 2025

DExit: Getting to Know “The Silver State”

In the reincorporation popularity contest, it’s looking like Nevada is currently winning “Most Likely to Succeed.” (In reincorporations, that is. Nevada still has less than 10% of the number of Delaware public companies, according to ISS.)

But, compared to Delaware and Texas, it’s a state I know relatively little about, and I’m guessing a number of our readers are in the same boat. Here are getting-to-know-Nevada icebreakers (from National Geographic Kids):

– Nevada is 36th state
– Nevada produces about 3/4ths of all of the gold mined in the U.S.
– Las Vegas gets more than 42 million visitors a year (including us, very soon, at our fall conferences!)
– The state transportation board named a 98-mile stretch of State Route 375 the “Extraterrestrial Highway” because so many people claim to have seen UFOs along it (even yours truly, a native Midwesterner who has spent very little time in Nevada, had a car radio make some mysterious sounds while driving through the Nevada desert once!)

But in all seriousness, there is some other stuff about Nevada that we probably should all be aware of. Enter this Paul Hastings alert. The headings organizing this alert comparing Nevada corporate law to Delaware do a great job of both getting our attention and highlighting major differences between the Silver State and the First State. For example:

– Nevada Has a Statutory Approach to Corporate Law

– The Business Judgment Rule Is the Sole Standard of Review in Nevada

– Director and Officer Exculpation in Nevada Covers Breaches of the Duty of Loyalty

– No Caremark Duty of Oversight

– Stockholders of Public Companies Have Limited Rights to Inspect Books and Records

– A Reverse Stock Split Can Be Accomplished Without Stockholder Approval

– Nevada Has a Business Court but the Judges Are Elected and Hear Cases in Other Areas of Law

– Nevada Business Court Dockets Are Not Available Online and Opinions Are Rarely Published

– The Nevada Secretary of State’s Office Does Not Process the Same Volume of Requests as Some Other States

– Nevada Has Poison Pill Endorsement, Control Share Acquisition and Freezeout Statutes, and Cash-Out Mergers of Public Companies Are Not Subject to Appraisal

– Nevada Does Not Have a Franchise Tax for Corporations

On the business court points above, the Nevada Supreme Court recently created a Commission to study the adjudication of business law cases in the state. That’s not all, and the alert also goes into detail on all of the above. Check it out!

– Meredith Ervine 

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