Calcorporatelaw.com

How Do You Rebut A Statutory Presumption That Does Not Exist?

Keith Paul Bishop — Fri, 04 Sep 2026 12:03:16 GMT

Nevada has long had a statute authorizing the state’s district courts to appoint a corporate receiver and to enjoin the corporation from operating except through that receiver.1 A district court may appoint a receiver whenever irreparable injury to the corporation is threatened or being suffered and:

Incorporation In Delaware Does Not Ensure A Trial In The Court Of Chancery

Keith Paul Bishop — Thu, 03 Sep 2026 12:04:44 GMT

California’s Corporate Securities Law of 1968 (“CSL”) includes a no waiver provision:

Can A Botched Nevada Reincorporation And Stock Split Be Saved?

Keith Paul Bishop — Wed, 02 Sep 2026 12:02:25 GMT

Sometimes, the “best laid schemes o’ mice an’ men. Gang aft a-gley An’ lea’e us nought but grief an’ pain”.1 Regrettably, that was doubly so in the case of Twin Vee Powercats, Co., a Florida based designer, manufacturer and marketer of recreational and commercial power catamaran boats. In 2025, the company proposed to reincorporate from Delaware to Nevada. A vote was held at the company’s annual meeting on December 4, 2025. Then matters went off the rails.

Should Reincorporation Be A Risk Factor?

Keith Paul Bishop — Tue, 01 Sep 2026 12:03:55 GMT

I recently wrote about litigation filed in Delaware’s Court of Chancery challenging the reincorporation of Dropbox, Inc. from Delaware to Nevada. I questioned whether erecting barriers to exit could negatively affect the inflow of corporations into Delaware.1 Today’s post asks a different question. Are corporations that reincorporate from Delaware required to disclose the possibility of legal challenges as a risk factor?

Kalshi Has A Gambling Problem In Nevada

Keith Paul Bishop — Mon, 31 Aug 2026 12:03:55 GMT

“A dollar picked up in the road is more satisfaction to you than the ninety-and-nine which you had to work for, and money won at faro or in stocks snuggles into your heart in the same way.”1

The History Of Mankind According To The Poplars Of Bowers Mansion

Keith Paul Bishop — Sat, 29 Aug 2026 12:02:08 GMT

Last evening, I participated in a tour of the Bowers Mansion in Washoe Valley.1 I have previously written about the mansion, a 150 year old home overlooking Washoe Lake and the Virginia mountain range. The title of today’s post is taken from Chapter 28 of Walter Van Tilburg Clark’s lyrical novel, The City of Trembling Leaves. The “city” is Reno and the book is the semi-autobiographical story of Clark’s life and friendship with Robert Caples.2

Robert Caples is one of Nevada’s most acclaimed artists.3 One of his most famous works, is the mural, Creation, in the Washoe County Courthouse designed by famed Nevada and Reno native, Frederic Joseph DeLongchamps. Clark is one of Nevada’s most acclaimed modern writers.4 His best known work is The Ox-Bow Incident, which was made into a movie starring Henry Fonda, Anthony Quinn, and others.5 The film was nominated for Best Picture, but was bested by Casablanca.

So it was that Nevada’s acclaimed artist and the acclaimed author were personal friends and The City of Trembling Leaves tells the tale of that friendship. It is also the story of Tim’s (Clark’s) unrequited love for Rachel Wells. The book is long. One writer has described it as follows:

“No one has heard of it or read it, and of those whom I for force to it, all are caught up by its beauty, its unbelievably thorough informing of life, yet none, I think has understood all its implications.”6

Yesterday’s tour was organized to follow the events of Chapter 28, which is the center point of the novel. Tim Hazard, the protagonist, and Rachel drive down to the mansion from Reno in a Model T, named Tilly. They picnic, swim and dance under the moon to the tune of Moonlight and Roses.7

“The gray face of the mansion stared out at the valley through the gap where the driveway entered. The stone fountain on the front lawn was lifted before it like an admonitory finger. ‘Go Quietly, go quietly.’”

I write “participated” because I did not lead the tour. The tour was given by Tamera Buzik, the Curator of the mansion and co-author of a recently published history of mansion, Bowers Mansion: The Legacy of a Comstock Family. The mansion is located within the Bowers Mansion Regional Park. See the park’s website for tour information.

In the book, Tim Hazard writes a symphony entitled “The City of Trembling Leaves” which links the Tim’s fictional work with the author’s real work by the same name. The “trembling leaves” references the poplar trees (Populus Fremontii) which on the banks of the Truckee River in Reno. The tree is named for John C. Fremont.

He passed away in 1979.

He passed away in 1971.

I first read the book more than a half century ago as assigned reading at my High School in North Carolina.

Anthony Shafton, The Nevada They Knew, p. 31.

The mansion had both warm and cold pools, each fed by a natural spring. One of the pools remains but is no longer open for swimming, although swimming remains popular in a nearby modern pool.

Doordash To Make Dash To Nevada

Keith Paul Bishop — Fri, 28 Aug 2026 20:53:53 GMT

Yesterday, Doordash, Inc. filed an information statement disclosing stockholder approval of the company’s reincorporation from Delaware to Nevada. The company gave the following reasons for the move:

Should The State Care About The Quality Of Loan Underwriting By Non-Depository Lenders?

Keith Paul Bishop — Fri, 28 Aug 2026 12:00:55 GMT

Regulation of lenders and lending is usually focused on the protection of borrowers. Should the government have any concern about protecting lenders?

There seems to be a clear governmental interest in the case of depository financial institutions. First, the government can claim an interest in protecting depositors. Depositors are, of course, lenders to the financial institution. Financial institutions are also themselves lenders and the government can claim an interest in the safety and soundness of the institutions by ensuring that they do not make improvident loans. But what about non-depository lenders? Should the government care whether they engage in negligent or reckless lending?

Nevada Supreme Court To Answer De Facto Assignment Question

Keith Paul Bishop — Thu, 27 Aug 2026 12:01:26 GMT

Last month, I wrote that a panel of the Ninth Circuit Court of Appeals had certified the following question to the Nevada Supreme Court:

Is “One” A Person?

Keith Paul Bishop — Wed, 26 Aug 2026 12:03:02 GMT

In a recent post, Professor Stephen Bainbridge writes about so-called “agentic AI” and tackles the question of whether artificial intelligence can act as agents in the corporate context. Understandably, Professor Bainbridge grounds his discussion on the definition of “agency” in The Restatement (Third) of Agency § 1.01. California has its own definition of “agency” which differs significantly from the Restatement’s definition.

Does Nevada Have A “Market Out” Exception To Dissenters’ Rights?

Keith Paul Bishop — Tue, 25 Aug 2026 12:02:12 GMT

The following assertion in a recent preliminary proxy statement caught my eye:

Suprisingly, These Terms Have No Place In The Delaware General Corporation Law

Keith Paul Bishop — Mon, 24 Aug 2026 12:03:46 GMT

For decades, legal commentators have heaped praise on Delaware’s corporate law. Lewis S. Black, Jr., for example, famously declared Delaware’s General Corporation Law (DGCL) to be “one of the most advanced and flexible corporation statutes in the nation”.1 Even today with the debate over whether Delaware is losing corporations to other states (aka DExit), Delaware’s claim to a modern and flexible corporations code is rarely questioned.

A 16,543 Word Telegram

Keith Paul Bishop — Sat, 22 Aug 2026 12:03:22 GMT

Twelve days before the the election of 1864, a 16,543 word telegram was received in Washington D.C.1 The cost of the telegram was $3,416.77 (approximately $73,000 in 2026 dollars). At the time, that was the longest telegram ever sent. The process of sending such a telegram is astonishing. The sending operator would need to convert the text of the message into thousands of dots and dashes and then the receiving operator would need to convert those dots and dashes back into words. It took roughly 200,000 dots and dashes in Morse Code to transmit the telegram!2. Why send such a prodigious and costly message?

The answer is politics. President Lincoln wanted additional Republican support for his election and his legislative program. It was thought that if the Colorado, Nebraska, and Nevada territories became states, their electors, representatives, and senators would support Lincoln. In March 1864, Congress enacted legislation enabling the three territories to join the union as states. Nevada was the only territory to complete the process before the election, but it needed to get its voter approved constitution to Washington so that it could be proclaimed a state before the election. The pony express had ceased operation in 1861 and the transcontinental railroad would not be completed until 1869.

As it turned out, President Lincoln won the the election with a substantial Electoral College majority.3 Thus, Nevada’s three electoral college votes were not needed to assure Lincoln’s reelection. In any event, only two of Nevada’s three electors voted.4 The third, A.S. Peck, got stuck in the snow in Aurora and did not vote.

Below is the certification by Nevada Governor Nye of the proclamation by Abraham Lincoln. It is attested to by Orion Clemens, Samuel Clemens’ brother (aka Mark Twain).

The election was held on November 8 and the telegram was received on October 27.

The exact number of dots and dae shes required to send a message depends upon several factors, such as the length of the words in the message and whether any words are abbreviated.

He bested General George B. McClellan 212 to 21.

In Nevada, Lincoln’s electors were from the National Union Party, a coalition of Republicans and pro-war Democrats.

Court Rules That California Law Does Not Require Bank Directors And Officers To Act As Prudent Bankers

Keith Paul Bishop — Fri, 21 Aug 2026 12:01:43 GMT

Must the banker be a better man than the law makes him?1

Who Is Potentially Subject To The Nevada Installment Loan and Finance Act?

Keith Paul Bishop — Thu, 20 Aug 2026 12:03:35 GMT

Yesterday’s post concerned the accuracy of the appellation bestowed by the legislature on the Nevada Installment Loan and Finance Act which is codified with Nevada Revised Statutes as Chapter 675. As noted, that act provides that with certain exceptions no person may engage in the “business of lending in this State” without first having obtained a license from the Nevada Commissioner of Financial Institutions.1 Conveniently, NRS 675.020(4) furnishes a definition of “business of lending in this State”:

Is The "Nevada Installment Loan and Finance Act" Misnamed?

Keith Paul Bishop — Wed, 19 Aug 2026 12:03:39 GMT

The legislature entitled Chapter 675 of Nevada Revised Statutes as the “Nevada Installment Loan and Finance Act”.1 The Chapter’s title is ambiguous - does “installment” modify both “loan” and “finance”? As a pre-modifier, the noun adjunct “installment” would typically be interpreted to as applying to both “loan” and “finance”.2 Under this interpretation, “installment” acts as a classifier, i.e., it specifies a class of lending and financial transactions.3

Is Nevada Stifling The Development Of Delaware Corporate Law?

Keith Paul Bishop — Tue, 18 Aug 2026 12:05:01 GMT

Much has been written about the existence of DExit - the reincorporation of Delaware corporations in other states, such as Nevada and Texas. In a sign that the debate has now shifted from the existence of DExit to the extent of DExit, a forthcoming article by Professor Wendy Gerwick Couture ponders the implications of DExit.1

Did SB 21 Increase Or Decrease Corporate Value?

Keith Paul Bishop — Mon, 17 Aug 2026 12:03:33 GMT

In 2025, Delaware endured a sharp debate about whether the legislature should intervene and provide safe harbors for the entire fairness standard applied by its courts. Proponents of legislative intervention won the day and Section 144 of the Delaware Corporations Code was amended. The battle did not end with the enactment of SB 21. Six weeks after Delaware’s governor signed SB 21 into law, a plaintiff filed suit challending the constitutionality of SB 21. On February 27, 2026, the Delaware Supreme Court unanimously upheld the constitutionality of SB 21.1

This Scenic Nevada River Is "All Right"

Keith Paul Bishop — Sat, 15 Aug 2026 12:02:15 GMT

“This morning we continued our journey along this beautiful stream, which we naturally called the Salmon Trout river. Large trails led up on either side; the stream was handsomely timbered with large cottonwoods;1 and the waters were very clear and pure. We were traveling along the mountains of the great Sierra, which rose on our right, covered with snow; but below the temperature was mild and pleasant. We saw a number of dams which the Indians had constructed to catch fish. After having made about 18 miles, we encamped under some large cottonwoods on the river bottom, where there was tolerably good grass.”2

This is the first written description of the beautiful river that descends from Lake Tahoe to empty eventually into Pyramid Lake, Nevada.3

You won’t find a “Salmon Trout River” on contemporary maps, however. The river is now known as the Truckee River. The name honors a famous Northern Paiute leader.4 According to Thocmetony, the leader’s granddaughter:5

“My grandfather met him [Captain Fremont], and they were soon friends. . . . Captain Fremont gave my grandfather the name Captain Truckee, and he also called the river after him.”6

But why “Truckee”? Thocmetony explained:

“Truckee is an Indian word, it means all right, or very well.”7

According to various accounts Captain (or Chief) Truckee responded with the Paiute word, “tro-kay”, when asked about the route through the Sierra. “Tro-kay” became anglicized as “Truckee”. There are other explanations for how Thocmetony’s maternal grandfather came to be called Truckee, but most agree that name honors a leader who strove to establish and maintain friendly relations with his “white brothers”.8

The Truckee River Near Verdi, Nevada

Some years later, Sereno Watson, the curator of Harvard’s Gray Herbarium, gave the scientific name populus fremontii to the Cottonwood tree in honor of Captain Fremont. A century later, I studied plants at the Gray Herbarium.

John C. Fremont, Exploring Expedition to the Rocky Mountains, Oregon and California, p. 219 (1852).

But see Ecclesiastes 1:7 (“πάντες οἱ χείμαρροι, πορεύονται εἰς τὴν θάλασσαν” (all the rivers flow into the sea)). This wasn’t even accurate in the Middle East. The Jordan River, like the Truckee, flows into a terminal lake - the Dead Sea.

More precisely, he was a leader of the Kuyuidika-a band of Northern Paiutes (Cui-ui Eaters).

Later Thocmetony took the name Sarah Winnemucca Hopkins.

Sarah Winnemucca Hopkins, Life Among the Piutes. This book is the first known autobiography written by a Native American woman. This, of course, begs the question of what was Captain Truckee’s name before he met Captain Fremont. Sources refer to him as “Old Winnemucca”. However, Winnemucca was Captain Truckee’s son-in-law (Thocmetony’s father). Captain Truckee’s daughter, Tuboitony, was Thocmetony’s mother.

Id.

One early account holds that the named for a Canadian trapper by the name of Baptiste Truckee. History of Plumas, Lassen & Sierra Counties, p. (1882) (“While looking for water, one of the men, a Canadian trapper named Baptiste Truckee, came upon the Truckee river, near the Meadows, and rode back to camp in haste, swinging his hat and shouting, “ A great river ! A great river !” His name was then given to the stream.”). A footnote acknowledges two other accounts, but asserts the writer’s belief that this is the correct one.

This Corporation Ratifies Possible Defective Acts, But What It Says Next Will Surprise You

Keith Paul Bishop — Fri, 14 Aug 2026 12:03:44 GMT

In 2015, the Nevada legislature enacted NRS 78.0296 to provide a mechanism for a Nevada corporation to ratify or validate “any corporate act not in compliance, or purportedly not in compliance, with this title or the articles of incorporation or bylaws in effect at the time of such corporate act”. Nevada is not unique in this respect. California and Delaware have similar statutes.1 Undoubtedly, these statutes have been useful to corporations in remedying the previously irremediable.