Nevada’s trial-level business courts are not as heavily observed as the Delaware Court of Chancery. Our in-state ecosystem does lacks anything quite like The Chancery Daily. But we do have Our Nevada Judges which has a broader focus.

With that in mind, I wanted to highlight a very recent Nevada Business Court decision from Judge Gall that considers whether the business judgment rule applies in the limited liability company context.

Nevada limited liability companies are governed by Chapter 86 of the Nevada Revised Statutes. Unlike Chapter 78, which governs corporations, there is no statutory business judgment rule. So what does this mean for limited liability companies? Should their management get business judgment rule protection?

Judge Gall faced a dispute where one party argued that the corporation statute’s business judgment rule and exculpation provisions should apply and the other party argued that because the operating agreement did not specifically set out a business judgment rule, that there should be no business judgment rule.

The Court found that “by adopting fiduciary duties . . . the members incorporated the business judgment rule to assess whether they breached those duties.” After reviewing some literature on the subject, the Court reasoned that when

The 2026 National Business Law Scholars Conference (NBLSC) will be in Las Vegas, at the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26 and 27, 2026. This will be the 17th meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.

For attendees traveling from the east coast, the 2026 Law and Society Conference will be in San Francisco from May 28-31. The timing may make it possible for attendees to go directly from NBLSC in Las Vegas to Law and Society in San Francisco without needing to fly back east. The May date also allows us to host the event in Vegas before the summer grows uncomfortably hot.

The following comes from friend-of-the BLPB George S. Georgiev at the University of Miami School of Law:

UNIVERSITY OF MIAMI SCHOOL OF LAW

Location: Miami, FL

Subjects: Business Law, Environmental Law, Health Law, International Law, Law & Technology

Start Date: August 1, 2026

The University of Miami School of Law seeks up to four entry-level or lateral candidates to join our vibrant community beginning in Fall 2026.

We welcome applications from outstanding scholars who will add to the diversity of our faculty, contribute to the intellectual life of the school, enhance our teaching mission, and engage in meaningful service. Our subject-matter interests include, but are not limited to, Business Law, Environmental Law, Health Law, International Law (especially trade and international business), and Law & Technology.

Our search for lateral candidates includes a potential joint appointment with the University’s Frost Institute for Data Science & Computing. We seek eminent faculty who have an established reputation for producing high-profile research in areas relevant to the Institute’s goal of “enabling discovery through data-intensive research in fields ranging from medicine to earth sciences, urban planning, digital humanities, and business.” We are particularly interested in faculty whose research focuses on artificial intelligence and

Submissions are open for the 8th Conference on Law & Macroeconomics to be held on December 4-5, 2025 at the New York University School of Law in New York City. Submissions are due on or before September 15, 2025.

We live in a world of growing macroeconomic challenges brought about by the interconnected threats of climate change, pandemics, armed conflict, immigration, trade wars, financial instability, and ongoing technological disruption within the global markets for investment capital, goods, services, and labor. These challenges reinforce the importance of research at the intersection of law and macroeconomics. Together, these interconnected challenges are also the theme of the 8th Annual Conference on Law and Macroeconomics.

The conference organizers welcome submissions on the role of law, regulation, and institutions in:

  • Monetary policy and price stability
  • Financial regulation
  • Fiscal policy
  • Public debt
  • International trade
  • Development policy and financing for development
  • Economic growth and efficiency
  • Global macroeconomic/exchange rate coordination
  • The economic impact of climate change
  • Labor and migration patterns
  • Technological disruption

The call for papers is open to scholars from all relevant disciplines, including but not limited to law, macroeconomics, history, political science, and sociology.  Interested applicants should submit their papers for consideration on or before September 15, 2025

I posted about In re Facebook Derivative Litigation, 2018-0307, way back in in 2023, when the Delaware Court of Chancery denied a motion to dismiss. The action has become a sprawling set of claims arising out of Facebook’s violation of its FTC consent decree regarding data privacy, and the resulting scandal and penalties that followed. The parties just filed their pretrial briefing and let’s just say this thing might actually go to trial – a first for Caremark.

I’ve posted about the Caremark doctrine and its tensions multiple times, and I also address them in my draft paper, The Legitimation of Shareholder Primacy (which really, really needs to be updated because it was posted before the recent amendments to the DGCL). The main issue being, Caremark (including its sister doctrine, Massey) represents a hard limit on directors’ ability to seek profits: they may not do so by intentionally violating the law (or intentionally turning a blind eye to legal violations). That may be a necessary doctrine in order for corporate law to maintain its social legitimacy, but it sits uneasily aside the principle of shareholder primacy, not to mention the reality that corporations can organize

The following guest post comes to us from Ilya Beylin of Seton Hall Law School.

It is assumed that stock prices of public companies should grow, and indeed, this has been the case consistently over the decades if something like the S&P500 index is considered in aggregate.  But stock price should only grow when firms become more profitable (or the discount rate decreases, which I am going to ignore).  Why should firms become more profitable?  A profitable firm is doing fine, and its stock represents an annuity.     

I raise these questions because of the operational predicates to profit growth.  Typically, growing profitability over the long term comes from either expansions of scale or scope.  I am ignoring cost cutting, which I believe tends to have more limited potential for sustained profitability growth.  But expansion (in scale or scope) within the hierarchical model of a firm results in an attenuation of internal monitoring.  Where expansion takes place, top management increasingly relies on middle management, dispersing information and control.  This then puts pressure on the systems through which information is aggregated and percolated to decision-makers.[1]  In the absence of an excellent team that somehow overcomes the challenges

Saints and Sinners.  I’ve blogged here before about Ed Rock’s thesis that Delaware common law operates as much by singling out particular corporate actors for scathing criticism than by imposing formal sanction (arguably, the recent conflagration was because Delaware departed from that practice – but maybe not; at least some seem to have taken issue with judicial “tone,” as well).

Anyhoo, VC Laster’s opinion in Leo Investments Hong Kong Limited v. Tomales Bay Capital Anduril III, L.P.  is a shining example of the genre.  Laster ended up only imposing nominal damages of $1 on the defendant fund manager, but man did he rake the fund manager over the coals.  The case, incidentally, is also an interesting little window into private company capitalization – and, as I previously have blogged about, how private companies increasingly work closely with supposedly “independent” funds that hold their shares.

The setup: Iqbaljit Kahlon is a fund manager with ties to Peter Thiel. He formed a fund designed to buy certain shares of SpaceX.  One of the investors in the fund was supposed to be a publicly traded Chinese company, but Chinese law required that it disclose the investment.  SpaceX was not happy

“We currently have tremendous district judges working very hard on our state’s business law cases and we want to find ways to better support them. We have been closely following the discussion related to Assembly Joint Resolution 8 in the Nevada Legislature and compliment the Legislature for focusing on the desire to greatly improve how the courts resolve complex business matters,” Herndon said. “To that end, I’m confident that within our own court system we can enhance our existing approach to business law cases and create a dedicated court where district court judges hear only business cases and do it without any additional fiscal impact on the state.”

“In addition, we can address the timeliness and efficiency of judicial review of business cases, eliminate the need to amend the constitution and the uncertainty associated with waiting years to see if

If so, you’re in luck! I was fortunate enough to be a guest on Fordham’s Bite-Sized Business Law podcast, hosted by Amy Martella, for an Elon Musk conversation. Here at Apple, here at Spotify, here at Amazon Music.

And speaking of podcasts. On this week’s Shareholder Primacy, Mike Levin talks to Andrew Droste of Columbia Threadneedle. Here at Apple, here at Spotify, and here at YouTube.

The SEC’s theory was that Ripple offered and sold a security called “XRP” without first registering it with the Agency, so investors were deprived of information about XRP and Ripple’s business that would allow them to make informed investment decisions. ECF No. 46. In 2023, the SEC moved for summary judgment, contending that it was “indisputable” that Ripple violated the Securities Act. ECF No. 837 at 50, 53, 63. In other words, the SEC asked the Court to rule in the Agency’s favor because Ripple could not win. On July 13, 2023, the Court