Home      Login

Abstract: 

The recent corporate trend of exiting Delaware as a state of incorporation merits a review of Nevada’s corporate evolution through three decades of statutory refinement and judicial realignment. This article traces that trajectory, beginning with the 1991 codification of the business judgment rule (“BJR”) unities, and other stakeholders. Early judicial reliance on Delaware precedents created tension with Nevada statutory text, prompting legislative counter-responses that explicitly reject non-Nevada case law and mandate plain-meaning interpretation of Nevada statutes. Recent Nevada Supreme Court decisions from 2020 to 2024 reinforce this framework by disavowing common-law gross negligence as a liability trigger, abrogating burden-shifting doctrines, and upholding the BJR as the exclusive mechanism for fiduciary challenges.

Keywords: Nevada’s Statutory Approach to Business Law; Changing Judicial Reliance on Delaware Case Law; Business Judgment Rule (“BJR”); Hilton Hotels Corp. v. ITT Corp; Shoen v. SAC Holding Corporation

Affiliations:  1: Ballard Spahr LLP.