Page 8 - Delaware Lawyer - Issue 3 - 2024

FEATURE
Michal Barzuza
Nevada
vs. Delaware
Key Differences in
Corporate Law
Nevada has emerged as a noticeable alternative state for incorporation in
recent years, drawing increased attention from the business community and
legal experts. Despite this growing interest, much of the current discussion
around Nevada’s corporate law remains uncertain. Questions persist
regarding the extent and the specific ways Nevada’s corporate law diverges
from Delaware’s.
These differences have come to the fore-
front in a high-profile interlocutory
appeal before the Delaware Supreme
Court involving Tripadvisor's attempt
to reincorporate in Nevada. Delaware
Chancery Court, in Palkon v. Maffei, de-
termined that the plaintiff’s alleged facts
were sufficient to establish that a rein-
corporation to Nevada was a self-dealing
transaction. Nevada’s Secretary of State,
Francisco V. Aguilar, submitted an amicus
arguing that the differences between Ne-
vada and Delaware law are not material
and reflect different policy choices.1
In this article, I describe the differences
between Nevada and Delaware corporate
law as I view them after researching Ne-
vada law for over a decade. 2
6 DELAWARE LAWYER ISSUE 3 2024