• Competitive salary commensurate with experience.
• Comprehensive benefits package, including health insurance, retirement

Although not much time has passed since I put out updated tables for Nevada and Texas on October 9, I’ve found another four reincorporations to Nevada recently, so I’ve updated these tables below. In the interest of making this readable, I’ve dropped the tables at the bottom and covered the stated rationales at the top.

The four recent firms announcing moves or attempts to move to Nevada include: (1) Oblong, Inc.; (2) HWH International Inc.; (3) Twin Vee PowerCats, Co.; and (4) Digital Brands Group, Inc. In terms of market capitalization, these are all nano-cap firms with market capitalizations under $50 million. Digital Brands Group is larger than the remainder combined with a market capitalization of roughly $38 million. This is a group where cost concerns about franchise taxes may be more material.

The stated rationales cover franchise tax costs, litigation risk environments, transaction planning, books and records actions, and potential D&O savings. As I am reading more of these proxies, I’m also beginning to develop concerns that not every firm reincorporating to Nevada has consulted with a Nevada lawyer about Nevada law. I’ve added some mild finger wagging to try to help.

Before discussing these, I want to drop…

Look, I get why courts are hesitant to allow securities fraud plaintiffs to state a claim based on false pretensions to corporate “ethics.” Courts fear this would cast too wide a net; Matt Levine’s “everything is securities fraud” would become literally true if any kind of corporate misconduct rendered an ethical code “false,” such that the code itself becomes a violation of Section 10(b). And that, as I have previously written, erodes the line between state law governance claims, and federal law fraud claims.

Still, I find it maddening when courts choose to dismiss these kinds of claims on the ground that ethical codes must be puffery because they are required by regulators. For example, the court in Andropolis v. Red Robin Gourmet Burgers, Inc., 505 F. Supp. 2d 662 (D. Colo. 2007), “A company’s essentially mandatory adoption of a code of ethics simply does not imply that all of its directors and officers are following that code of ethics. In fact, the mandatory nature of the adoption of such a code makes clear that all public companies—whether run by crooks or angels—will adopt just such a code.”

May I make the radical suggestion that the fact that…

But if he’s behind this campaign, he needs to file on Schedule 14A.

(and if it’s a Tesla shareholder with a $5 million stake, they need to file with the SEC as well)

I spoke to Law.com about the potential switch to semi-annual reporting, and one of the questions I was asked concerned securities fraud risk – more? less?

Answer: it’s complicated.

On the one hand, fewer statements means fewer potentially false statements, and so fewer opportunities for someone to bring a lawsuit over what you say.

On the other hand, probably a lot of companies will continue to speak to the market – and even voluntarily disclose quarterly earnings. Except, they may not include all of the details that a 10-Q would include. Depending on what they choose to disclose, and whether they change their practices over time, there might be some vulnerability to a charge of misleading half-truths/omissions.

Additionally, semi-annual reporting means the market will be receiving less information on the company, and the information it does receive may come as a surprise, resulting in more volatility. Surprise information, coupled with a big price movement, is the stuff securities fraud actions are made of. Fewer disclosures means fewer opportunities to telegraph changed expectations and slow walk the stock in a particular direction.

But on the other hand! Securities fraud actions live or die by the event study – proof that…