A reasonable investor may, depending on the circumstances, understand an opinion statement to convey facts about how the speaker has formed the opinion—or, otherwise put, about the speaker’s basis for holding that view. And if the real facts are otherwise, but not provided, the opinion statement will mislead its audience.  Consider an unadorned statement of opinion about legal compliance: “We believe our conduct is lawful.” If the issuer makes that statement without having consulted a lawyer, it could be misleadingly incomplete. In the context of the securities market,

• The Sphere has The Eagles playing on September 12th and the 13th.
• Janet Jackson will be at Resorts World on September 13th.
• Allegiant Stadium has Boxing with Canello v. Crawford on September 13th.
• Park MGM has Motley Crue on September 12 and 13.
• Caesars has Rickey Martin

As I mentioned in an earlier post, the Nevada Supreme Court has launched an effort to create “Commission to Study the Adjudication of Business Law.” Nevada will hold a hearing on the Petition to create the Commission tomorrow at 3:00 p.m. This is the order explaining how to participate.

The Petition explains that:

The nature and scope of business law cases require specialized knowledge of complex areas of the law and often result in lengthy times to disposition. Rules and procedures specifically focused on business law cases are necessary to efficiently and effectively adjudicate these cases. The proposed rules provide consistent statewide rules defining the scope and procedures for resolving business cases necessary to ensuring consistent and effective adjudication of business cases. Further, the proposed rules mandate the selection of district court judges, experienced in all aspects of business law, to be dedicated solely to the adjudication of business law matters as defined in the proposed rules. A commission to study the area of business law, including reviewing and making recommendations regarding proposed SCR 254, is necessary to advance the training, education, specialization, timeliness, and efficiency of Nevada’s districts in resolving business law cases.

In essence, the Petition does…

Now that two months have passed since the last time I updated this chart, it seemed like a good opportunity to look at what happened in the votes that were still pending.

I also added a separate chart for Texas.

Nevada Running Results

As it stands, Nevada saw 18 firms attempt to shift to Nevada. Only three were unsuccessful. The list below includes 19 firms though because I added the Live Nation split off as something to track and discovered that Netcapital now seeks to shift from Utah to Nevada.

The three that failed seem driven by non-votes. Simply getting shareholders to vote seems to be a consistent problem. Eightco, Revelation Biosciences, and Nuburu all won majorities of the votes cast, but lacked sufficient votes overall.

Contractual disputes are an ongoing source of amusement to me, especially when the words of the deal are used to defeat the actual meaning of what the parties bargained for. To wit: VC Will’s recent opinion in Kim, et al. v. FemtoMetrix, Inc.

Avaco was a stockholder in FemoMetrix, and had signed a voting agreement with other stockholders.  That agreement gave Avaco the right to designate one director, and it chose Kim, who was then an Avaco employee.

The voting agreement had the following relevant terms:

1) Section 1.2(a) granted Avaco a designation right, subject to sections 1.6 and 1.4(a).

2)  Section 1.6 provided that Avaco could not designate a “bad actor” as defined by SEC rules.

3)  Section 1.4(a) provided that Avaco’s designee could be removed without Avaco’s approval, but only for “cause.”

4) Section 7.8 provided that amendments to the voting agreement required a stockholder vote, but an amendment specific to a particular investor – that did not “appl[y]” to all equally – would require that investor’s consent.  It also provided that Section 1.2(a) could not be amended without Avaco’s consent.

(At this point, “Jaws” music should be playing in your head.)

Avaco got into a…

Tenured Faculty – Cornell Law School

Founded in 1887, Cornell Law School is a top-tier law school. We offer a 3-year JD program for about 200 students per class, a one-year LLM program for about 90 students from countries throughout the world, and a doctoral (JSD) program for about 2-3 new students per year. Cornell Law School has 41 tenured and tenure-track faculty, including 20 with chaired faculty positions; and 15 clinical professors in the legal research and writing program and in clinics at the local, national, and international level. Our faculty is consistently ranked among the top in the country for scholarly productivity and influence, and has pre-eminence in many areas, including quantitative and qualitative empirical legal studies, international and comparative law, and robust doctrinal scholarship in core fields. Our school is committed to being recognized as the leader among law schools at combining inspiring theoretical, doctrinal, and experiential teaching with cutting-edge scholarship in a supportive, intellectually rich community, so that our graduates can achieve excellence in all facets of the legal profession.

Cornell Law School invites applications from experienced candidates for one or more senior-level faculty positions commencing in the 2026-2027 academic year. Particular focus will be given…

Miami has assembled a strong lineup of papers and presenters for its Law & Finance workshop. If there is a paper you’re interested in, you can register to attend remotely.

We are excited to announce the 2025-26 schedule for the Miami Law & Finance Workshop, set out below. All workshops will be held on zoom on Fridays, from 1pm to 2pm ET. Please use this form to register for the Fall workshops. We will send the draft paper and zoom link to registered participants one week before each workshop. The registration form for the Spring 2026 workshops will be circulated later in the year.   

Please feel free to share this with others who might be interested. We look forward to seeing you soon! 

Warm regards

Nikita Aggarwal, Caroline Bradley, & George Georgiev (workshop co-organizers)

Miami Law & Finance Workshop, 2025-26 

Fall 2025

1. Friday, August 22: William Magnuson (Texas A&M) presenting “The Deep Learning of Hedge Funds.” 

– Howell Jackson (Harvard) discussing.

2. Friday, September 5: Luca Enriques (Bocconi), Matteo Gatti (Rutgers), & Roy Shapira (Reichman) presenting “How the EU Sustainability Due Diligence Directive Could Reshape Corporate America.” 

– Sarah Haan (Brooklyn) discussing.

3. Friday, September 26: …