February 2025
Greetings,
I am excited to share updates from our first meeting of the year, which took place on February 3rd. It was a great opportunity to meet our new board members and set the foundation for the work ahead. Meet our board for 2025.
- Chair: Radhika Kunnel
- Vice-Chair: Nicholas Shook
- Secretary: Kerstan Hubbs
- Treasurer: Bryttni Cimo
- Members at large: Beatriz Aguirre, Jennifer Shomshor, and Alicia R. Ashcraft
- Student liaisons: Rocco Marino and Nicholas Thayer
As we continue to expand our efforts in science and technology law, we have established several committees to focus on key areas:
- CLE Committee – Organizing educational programs and professional development opportunities.
- Legislative Committee – Monitoring and engaging in legislative developments relevant to our section.
- AI & Governance Committee – Exploring the evolving landscape of AI regulation and governance.
- Newsletter Committee – Curating and sharing relevant insights, updates, and developments.
- Student Group – Engaging and mentoring the next generation of SciTech law professionals.
If you are interested in joining any of these committees, please help shape our section's future.
Please save the date for our next meeting on Monday, May 5th, at 4:30 PM. This will be a hybrid meeting, but given the enthusiasm for in-person engagement, we encourage members to join us in person.
Looking forward to an exciting and productive year ahead!
Until next time.
Radhika Kunnel
Breakthrough Brief
Nevada's Rising Tide: More Companies Set Sail for the Silver State
For many years, Delaware has cultivated an image of being the premier location for business incorporation in the United States. It has done so by nurturing a corporate-friendly legal system. However, the tides are turning. The past year has seen a series of adverse rulings handed down from the Delaware courts. This has resulted in a flurry of notable companies reincorporating outside of Delaware. Amidst this flurry of reincorporations, Nevada has positioned itself as a preferred alternative. Nevada has attracted prominent companies like Pershing Square, Neuralink, and TripAdvisor. Others, including Dropbox and tech giant Meta, are reportedly considering similar moves.
The Delaware Supreme Court recently gave the green light to companies seeking to reincorporate out-of-state under the business judgment rule. In the recent TripAdvisor litigation, the court opined that it would be too speculative to weigh competing corporate governance structures absent sufficient allegations of self-dealing. The court defers to directors in their decisions to reincorporate.
Figures in Nevada’s legal scene have weighed in on this shift. Benjamin Edwards, professor of law at Nevada’s local William S. Boyd School of Law, believes that Nevada law will provide different options to corporations while still protecting shareholders. Below we have featured an interview with Chris Connell, a Nevada attorney whose area of expertise includes Nevada incorporation.
So, can you tell us a bit about yourself and what makes you interested in Nevada becoming the preferred state of incorporation for some companies?
My name is Chris Connell and I am an attorney in Nevada with my own firm called Connell Law, and I am a graduate of the William S. Boyd School of Law and the Lee School of Business with my JD/MBA. I am in my thirteenth year of practicing law here and I have no plan to ever leave.
What specific advantages does Nevada offer over Delaware that you believe will drive this corporate migration?
Nevada offers many unique business advantages over Delaware. More specifically, Nevada does not have a corporate state income tax unlike Delaware that carries an 8.7% C Corp tax. Additionally, Nevada also does not have a personal income tax regime, we have incredibly strong legal protections for officers and adherence to the Business Judgment Rule (see MFW test case of Kahn v. M&F Worldwide Corp.), we have amazing asset protection laws, Nevada in general is a low regulatory environment, we are a stone’s throw from California’s massive economy, and there are very few rules regarding who can operate in this state.
Can you walk me through the key pain points companies face when reincorporating from Delaware to Nevada, and how these can be addressed?
Some of the key pain points when it comes to reincorporating from Delaware to Nevada are 1) abandoning the mature Delaware court systems, and 2) losing Delaware recognition when it comes to raising capital from the greater PE/VC markets in general. These will change in time once Nevada is recognized for the benefits outlined I mentioned before but they are real concerns for now as Nevada’s case law and court structures are not as developed as places like Delaware or New York for very sophisticated or publicly traded matters.
Have you noticed specific industries or company sizes that are showing the most interest in Nevada incorporation?
We are home to a very significant amount of start up filings in this State, but we see large public companies starting to abandon Delaware for Nevada and Texas so companies of all shapes and sizes are coming and are coming here quickly. Take a look at companies like DropBox, Pershing, or TripAdvisior. I see big changes coming down the pike and I’m here for it.
What do you think the TripAdvisor decision means for Nevada attorneys?
I think that the TripAdvisor decision (as it relates to the strict adherence to the MFW standard) opens the door to Nevada’s advancement as a real alternative to States with activist judges or shareholders for companies looking to grow or advance the interests of their shareholders and stakeholders alike. Capital has a way of finding where it’s most valued and I think the legislators and elected officials of Nevada have done a good job signaling to the market that Nevada has open arms and a great deal of opportunity for business leaders and entrepreneurs alike. For attorneys, it will hopefully give us the opportunity to improve our own practices with the inevitable changes to the business environment here as a whole.
How do you see Nevada's series LLC structure competing with Delaware's in attracting tech startups?
Nevada’s Series LLC structure offers some amazing asset and liability protection for tech startups who want to control many or all aspects of their business under one umbrella, but with the flexibility to operate certain aspects of the business as their own going concerns. “Tech” is such a catch-all category because some companies focus on one thing, like a uniquely tailored CRM or SaaS product for a specific industry for example (take Clio for lawyers), and some want to create a completely vertically integrated company with multiple individual products all geared towards one common goal. This is where Nevada’s flexibility and low-cost structures like Series LLC’s can greatly benefit both mature, large format tech companies as well as start-ups looking to grow in multiple directions within the state. It can get a bit tricky because of compliance guidelines and different states having different laws regarding Series LLCs, but domestically, it’s a great option specifically for tech startups with different product offerings.
What impact might the rise in Nevada incorporations have on the state's court system?
Well, this is the question many of us in this community have been asking ourselves. There are some amazing people in this State like, for example, Professor Ben Edwards at UNLV who are advocating to the legislature to get a Delaware Chancery Court equivalent established in this state. It is vital for the business community as a whole to have confidence that the judges handling their complex cases are going to make decisions based on well-established principles of contract law and business formations as opposed to ad hoc opinions. I think we are going to get there though, and the internal optimist in me wants to see Nevada really focus on developing case law that will continue to make our state an attractive place to set up shop. This is inevitable once there is a greater volume of companies making Nevada their forum selection because we will be forced to adapt, learn, and grow as an entire legal community. As it stands now, we have a business court that is doing great work and we have some judges on those business court panels that understand the importance of contract, shareholder rights, etc. but in time, I think we will continue to improve on the quality of our decisions at the District and Appellate Court levels when the volume of cases increases.
Section Spotlight
We feature an interview from our community every month. Please reply if you would like to be featured.
For this issue, we feature Nicholas Thayer, an evening student at UNLV’s Boyd School of Law. Nicholas currently works in finance and is strongly interested in AI security and compliance.
What sparked your interest in AI and technology law?
I have worked in many different industries, including hospitality, event production, finance, and even performing in a magic show. No matter the field, I have seen how technology changes business and everyday life. AI is the next major shift, and its impact is just beginning. The legal side is still being figured out, and I want to be part of this evolving space as it grows. There are huge opportunities, but also serious risks in security, compliance, and accountability. Businesses will need guidance, and I want to help them navigate these complexities.
How do you see Nevada positioning itself in the tech and AI space?
Nevada has the potential to become a major tech hub. It is already a leader in gaming and entertainment, but we are also seeing AI, blockchain, and fintech companies move here from California and Delaware. The state has a chance to develop policies that attract innovation while maintaining the right level of oversight. The SciTech section provides valuable insight into how these changes are unfolding and connects me with others who are interested in these developments.
What are some of the biggest legal questions surrounding AI today?
One of the biggest issues is responsibility. If an AI makes a decision that leads to harm, such as a biased hiring algorithm, an autonomous vehicle crash, or incorrect financial advice, who is liable? There is also uncertainty around AI-generated content, intellectual property rights, and privacy laws. Regulations are shifting constantly, and businesses are struggling to keep up.
Why did you get involved with the Nevada Bar SciTech section?
I co-founded Boyd’s Generative AI and Legal Technology Club because I wanted to connect with others who are passionate about AI and law. The SciTech section expands those discussions beyond law school and gives me the chance to learn from professionals who are working in the field. It is a great way to stay updated on the latest trends, meet people with similar interests, and gain practical insights into how technology is shaping legal practice.
What has been the most rewarding part of your involvement so far?
The connections. Attorneys in Nevada have been very open and willing to offer guidance to law students, which is not always the case in other markets. I have learned a lot from professionals with real-world experience in tech law. The conversations range from AI policy and cybersecurity to practical topics like work-life balance and career growth. It has been great to be part of a group engaged in professional and personal development.
Community Calendar
We do not have any events planned for this month. We want to highlight again the Nevada bar conference in June. We also hope to see you at our next meeting on Cinco de Mayo!