The Article provides the first comprehensive analysis of Nevada’s statutory amendments, legislative history, and case law. It shows that Nevada corporate law effectively forecloses shareholder litigation eliminating the shareholder rights and management accountability that have long characterized American corporate law. It reveals how plaintiff shareholders face an impossible bind: they must plead intentional wrongdoing to survive dismissal, yet Nevada uniquely bars access to the books and records necessary to meet this burden.

Nevada corporate law has become a central focus in corporate America. Nevada has emerged as Delaware’s principal competitor, second only to Delaware in attracting out-of-state incorporations while dominating reincorporations out of Delaware. Firms cite reduced litigation exposure as a key advantage of incorporating in Nevada. The competitive pressure from Nevada is evident: Delaware amended its law to reduce scrutiny of self-dealing transactions, moving closer to Nevada’s approach, and Texas has incorporated elements of Nevada’s statutory scheme.[1] (more…)