We’re at about two months since the last update on this front, and I wanted to share my current chart for 2025. As always, if you know about any moves that I’ve missed, please reach out.

I’ve got updated charts, differences of opinion about how well-developed Nevada’s case law is, some highlights and confusion about the Glass Lewis blog post on reincorporation that dropped today, and a quick highlight of the Guess, Inc. proxy that revealed its board had voted to attempt to move to Nevada before a take-private offer arrived.

Nevada

Nevada had another two public companies announce attempts to move to Nevada, Algorhythm Holdings and Capstone Holding.

Out of Delaware’s Court of Chancery, we have another tale of messy startup contract drafting, with facts that are increasingly bizarre and horrifying.

Consultant was hired by a startup, and the startup fell into arrears paying its bills.  The CEO and sole director offered a warrant for stock in lieu of payment, at a cheap (“practically free”) exercise price.  The company’s counsel (Wilson Sonsini) drafted the warrant for 1% of outstanding shares at the time of the warrant’s issuance.  The consultant’s attorney then amended the agreement to say 1% of shares at exercise.  The consultant returned the signed amended agreement to the CEO, but not in blackline and with no warning of the change.  The CEO, apparently without reading it, signed the revised agreement.  The agreement was recorded on the company’s books as being for 100,000 shares, i.e., 1% at time of issuance.

Later, the company conducted a stock split, and the warrant was revised on the company’s books to reflect 1 million shares.  At one point, KPMG audited the company for a counterparty considering a transaction, and flagged the discrepancy, but the company made no change.

Eventually – plot twist! – the consultant apparently got into some…

Seton Hall faces a need for a visitor to teach their four-credit Business Association course this spring. The class is taught in the daytime, in person. Syllabi and teaching materials are available from faculty who ordinarily teach the course there. If interested, contact:

Devon Corneal, M.S., JD (she/her/hers)
Associate Dean for Academics 
Seton Hall University School of Law
One Newark Center 
Room 307
Newark, NJ 07102
+1.973.642.8726
devon.corneal@shu.edu

This week, the Second Circuit issued an opinion reversing a district court’s dismissal of a securities fraud complaint filed against The Hain Celestial Group. The facts are these.

The plaintiffs alleged that Hain Celestial Group, and certain of its officers, engaged in a channel stuffing scheme by offering various concessions to distributors, so that it could book sales early and meet Wall Street expectations.  Allegedly, Hain failed to properly account for the concessions that it offered, which were accomplished through “off book” arrangements.  Distributors were granted an “absolute right to return,” with one employee reportedly processing hundreds of thousands of dollars in returns in one quarter – but the sales were included in Hain’s financial results regardless.

Eventually, as with all channel stuffing schemes, things fell apart, and the whole thing ended in the restatement of several years of financial results and a dramatic drop in sales.

The Second Circuit first held that the plaintiffs had properly alleged misstatements in violation of Section 10(b).  Restatements are a per se admission of falsity, so that covered the financials.  Further, Hain had engaged in misleading half-truths when it attributed its purportedly positive results to customer demand, rather than the distributor concessions.…

Dear BLPB Readers:

Below is information regarding the 2026 Midwest Academy of Legal Studies in Business (MALSB) Conference Call for Participation:

“MALSB invites you to join us for the annual conference in Chicago on March 25-27, 2026, and to share your scholarship, including: papers, abstracts, panel presentations, or other substantive presentations. Submissions to the MALSB/Legal Studies track must relate to business law, the legal environment of business or ethics, or the teaching of one of these topics. Program sessions provide an opportunity to present papers and learn from the scholarship of others in a collegial environment. The submission deadline is January 20, 2026.

MALSB encourages submission for its Master Teacher Competition, its Proceedings Awards, and its newly created Student Paper Competition. Submissions for these awards must comply with the requirements outlined below and final papers must be received by the submission deadline. Submissions will be evaluated for Awards and MALSB Proceedings, based upon a peer review process.

Abstracts, substantive presentations, and works in progress may be submitted. While a proposal may be accepted for presentation based upon an abstract or similar, all presenters must prepare and submit substantive materials by March 1, 2026. These substantive materials are required to support…

A while back, I posted about what was then the new voting choice programs being adopted at large mutual fund complexes, giving retail shareholders the right to choose voting policies that would apply to their pro rata share of fund ownership.

Well, Alon Brav, Tao Li, Dorothy S. Lund, and Zikui Pan have a new paper out, The Proxy Voting Choice Revolution, that dissects the early results for Vanguard’s funds, and what is actually the thing that stands out to me is not what the choices reveal about retail shareholders, but what they reveal about proxy advisors.

The thing is, proxy advisors have a benchmark policy of standard voting recommendations, and they have custom policies that can be tailored to the needs of their individual clients, and they also have “themed” policies which are somewhere in between – “off the rack” so a client doesn’t have to pay for tailoring, but specialized beyond the basic policy.  Except we don’t have a lot of insight into exactly how ballots are cast for these themed policies – until, apparently, now.

The authors are able to use the data from Vanguard to infer how Glass Lewis’s ESG themed voting policy…

Yesterday, the Nevada Supreme Court officially created a Commission to Study the Adjudication of Business Law Cases. I previously covered the Supreme Court’s proposal here and submitted a letter in support of the proposal.

The order creating the Commission contemplates a continuing public process. It provides that the Commission “shall conduct all hearings in public and post all meeting minutes and documents considered by the Commission on the Supreme Court’s website.”

At present, I have not been able to find a page set up specifically for the Commission on the Supreme Court’s website. Of course, much of Nevada’s state government has been struggling in recent weeks because of a large-scale cyber attack on Nevada systems–including the judiciary. The Supreme Court might also simply opt to continue to use the existing administrative docket. Or we could see something show up in the near future.

There are some changes from the Petition. The Petition identified 21 proposed members. The final order expands to 24 members, adding: (1) “Judge” as a Rural Representative; (2) “Attorney” as a Rural Representative; and (3) Virginia Valentine as a representative of the Nevada Resort Association.

Historically, it has been difficult to observe the operation of…