Adjunct Professor Howard Siegel Elected Chair of State Bar Section

Howard Siegel is an adjunct professor at the William S. Boyd School of Law.

Professor Siegel was recently elected Chair of the State Bar of Nevada Entertainment Law Section.

The Entertainment Law Section was established to serve the legal and business development needs of lawyers who are members of the State Bar of Nevada and who practice in the area of entertainment law or otherwise provide services to the entertainment industry.

Professor Siegel is a senior partner in Pryor Cashman's Entertainment Group. He has more than 40 years experience in representing clients in all aspects of the entertainment business, with a particular emphasis on the music industry, during which time he has served as counsel to many of the industry’s most prominent recording artists, songwriters, producers, managers, and executives.

Professor Marketa Trimble Writes Guest Blog Post

Marketa Trimble is the Samuel Lionel Intellectual Property Professor of Law at the William S. Boyd School of Law.

On Dec. 6, Professor Trimble wrote a guest post titled "Server Location, Jurisdiction, and Server Location Requirements" for the Technology & Marketing Law Blog.

In her post, she writes, "At the recent 'Law, Borders, and Speech' conference at Stanford, several participants debated the relevance of server location in determining jurisdiction. Some Silicon Valley attorneys at the conference argued that the location of a server should not be just one of the factors in a jurisdictional inquiry, but that it should be the determinative factor for jurisdiction. ... Does it make sense for internet companies (ISPs, content providers, etc.) to take this position?"

In her research, Professor Trimble focuses on intellectual property and issues at the intersection of intellectual property and private international law/conflict of laws.

Professor Michael Kagan To Appear On Post-Debate Facebook Event On Immigration Issues

Professor Michael Kagan will appear on a Facebook Live town hall on immigration issues immediately following the Presidential Debate on Oct. 19.

The town hall will be sponsored by Fwd.us, a pro-immigration reform organization, and will start from the Fwd.us Facebook page.

More information can be found here.

Professor Marketa Trimble Writes Chapter on Enforcement of National Laws on the Internet

Marketa Trimble is the Samuel Lionel Intellectual Property Professor of Law at the William S. Boyd School of Law.

In the recently published book, Research Handbook on Electronic Commerce Law,  Professor Trimble contributed a chapter titled "Extraterritorial Enforcement of National Laws in Connection with Online Commercial Activity."

In it, Professor Trimble writes, "In the online context, the enforcement of national laws is problematic: A country may lack the ability to enforce its laws against actors who are located outside the country and who locate their assets outside the country ('absent actors'). ... This chapter discusses the enforcement of national laws on the Internet, including enforcement against absent actors, and considers whether that enforcement can be improved."

In her research, Professor Trimble focuses on intellectual property and issues at the intersection of intellectual property and private international law/conflict of laws.

Would Donald Trump punish Dreamer activists with deportation?

Political activism by undocumented immigrants has flourished during the Obama Administration. But if Donald Trump becomes president, would he try to punish these immigrants through deportation? And if he did, would the First Amendment offer any protection?

In a new article, UNLV law professor Michael Kagan argues that the Supreme Court has sent mixed signals about whether undocumented immigrants can claim protection under the First Amendment. The election of a president who is both strongly anti-immigrant and intolerant of dissent could thus generate a constitutional crisis.

Surprisingly, Prof. Kagan argues that a part of the Supreme Court’s controversial decision in Citizens United may offer an essential weapon that immigrant activists could use to defense their free expression, because that decision opposed identify-based speech restrictions. But that idea was rejected by the liberal justices on the Supreme Court. The potential threat of Trump Administration should cause liberals to rethink that.

Nudging Entrepreneurs into Noncompliance: Why does Nevada have so many Benefit Corporations?

By Eric Franklin[1]

For most new businesses, Delaware is the default state of incorporation. Many states have tried to unseat Delaware as the preferred destination for business formation, offering low (or no) corporate taxes, administrative ease in fulfilling corporate formalities, or favorable business laws. Nevada is one of these states, openly marketing itself as the Delaware of the West.[2] However, despite its best efforts, Nevada still lags behind Delaware on business formations. In 2014, for example, Nevada had 57,644 new entity filings,[3] which is just slightly more than one quarter of Delaware’s 168,966 new entity filings for the same period.[4]

Given these data, it appears that Nevada’s bid to become the leader in business formations has failed. However, there is one area where Nevada has bested Delaware: formation of benefit corporations.[5] In 2014, there were 158 benefit corporations formed in Delaware,[6] while Nevada had 697 benefit corporations formed in the same period.[7]

Thus, despite the fact that there were about three times as many businesses formed in Delaware than in Nevada in 2014, Nevada had more than four times the number of benefit corporation formations. What accounts for this discrepancy? Are Nevada entrepreneurs particularly socially conscious? Does Nevada law provide more protection for businesses that look beyond the bottom line? Has the Delaware of the West moniker begun to take hold among the entrepreneurs interested in corporate social responsibility?

It turns out that the answer is much more mundane. The startling number of benefit corporations formed in Nevada is due to the Nevada Secretary of State’s website design.[8] As this blog post will show, the architecture of the website inadvertently encourages the formation of benefit corporations.

To form a corporation in Nevada, an entrepreneur uses SilverFlume,[9] a user-friendly Secretary of State website that walks the entrepreneur through an online formation process in a matter of minutes. After logging in and choosing “Form a corporation,” an entrepreneur is faced with the following webpage:

Note that on the very first page, the website asks if the entity is a “Benefit Corporation.” This is the first required question after the corporation’s name and suffix. If the entrepreneur clicks on the question mark beside the prompt, a pop-up window provides the following information:

If the entrepreneur selects “Yes,” he or she is asked to “Explain the purpose of the corporation.” An entrepreneur might put anything in this section, and there is no mechanism to ensure that the purpose is socially beneficial. An entrepreneur might simply enter “run a mechanic shop” or “sell coffee.” The website makes no distinction between a socially beneficial purpose and a traditional for-profit purpose, and there is therefore no notice to the entrepreneur that a benefit corporation is supposed to create “a material positive impact on society and the environment.”[10] After this page, the website ushers the entrepreneur through the balance of the formation process, and the benefit corporation question is never again broached.

By presenting the choice in this manner, the Nevada Secretary of State has inadvertently encouraged the formation of benefit corporations. Neither the prompt nor the pop-up window adequately inform the entrepreneur of what, precisely, a benefit corporation is. All the entrepreneur sees is the following question: “Is this entity a ‘Benefit Corporation'?” Without adequate legal counsel, there is no reason for an entrepreneur to recognize the consequences of this decision.

It is therefore not surprising that Nevada can boast the formation of so many benefit corporations. It is likely that the entrepreneurs have no idea what they are choosing. They are presented with the option of either being or not being a “benefit” corporation. Is it any wonder that many entrepreneurs have unwittingly chosen yes? Who wouldn’t want to be a benefit corporation, even if they don’t know what it means?

One might reasonably ask how we can be sure these decisions were mistakes. Although it is unlikely, certainly there is some chance that Nevada has a peculiarly socially conscious entrepreneurial community. However, preliminary research reveals that the vast majority of benefit corporations were probably formed unintentionally. For example, of the 697 benefit corporations formed in Nevada in 2014, only one entity has posted the required annual benefit report on its website.[11]

Delaware takes a very different approach. Benefit corporations are presented as an entity option in the same list as traditional corporations, nonprofit corporations, LLCs, and partnerships. Each entity requires a completely separate set of forms. Thus, an entrepreneur forming an entity in Delaware must make a separate decision to form a benefit corporation. The entrepreneur is not, as in Nevada, asked in an offhand manner if the corporation being formed is a benefit corporation. In Delaware, an entrepreneur is apprised of the fact that the benefit corporation is a separate entity, with consequences and responsibilities that may be different from traditional corporations.

The Nevada Secretary of State website is performing a disservice to entrepreneurs. By inadvertently persuading entrepreneurs to form benefit corporations, the Secretary of State is setting the entities up for failure. Without proper notice of the expectations attendant to being a benefit corporation, such entrepreneurs will undoubtedly fail to fulfill their statutory responsibilities.

---

[1] Associate Professor of Law and Director of the Small Business and Nonprofit Legal Clinic, William S. Boyd School of Law, University of Nevada, Las Vegas. The author would like to thank Andrew Martineau and Christopher Kelly for their research assistance and Adam Ellis and Emily Haws for their helpful comments.

[2] “Nevada has, perhaps, been the most aggressive challenger of Delaware, loosening its laws to protect managers (directors and officers) even more than Delaware and advertising the benefits of Nevada corporate law heavily.”

[3] See Nevada Secretary of State 2013-2014 Biennial Report, available at http://nvsos.gov/sos/home/showdocument?id=3485.

[4] See Delaware Division of Corporations 2014 Annual Report, available at http://corp.delaware.gov/Corporations_2014%20Annual%20Report.pdf (Delaware Annual Report). These numbers are even starker when one considers that Nevada has a population of roughly three times that of Delaware (2,890,848 and 945,934, respectively, according to 2015 U.S. Census estimates).

[5] A benefit corporation is a relatively new for-profit entity form that explicitly permits the organization to use corporate assets in a socially beneficial manner.

[6] See Delaware Annual Report.

[7] Data received from Nevada Secretary of State, on file with the author.

[8] J. Haskell Murray, The Social Enterprise Law Market, 75 Maryland L. Rev. 541, 581 (2016) (“Nevada is in the lead [for benefit corporations] currently, but may have been boosted by the inclusion of a benefit corporation check box on the state form, which incorporators may or may not have fully understood.”).

[9] SilverFlume: Nevada’s Business Portal, https://www.nvsilverflume.gov/home.

[10] NRS 78B.040

[11] According to NRS 78B.170, a benefit corporation must post its annual benefit reports on the entity’s website. The results of this research are on file with the author and will be presented in a future article.

Professor Marketa Trimble Writes Chapter on Geoblocking

Marketa Trimble is the Samuel Lionel Intellectual Property Professor of Law at the William S. Boyd School of Law.

In the recently published online volume, Building a European Digital Space,  Professor Trimble contributed a chapter titled "The Role of Geoblocking in the Internet Legal Landscape."

The volume was a supplement to the 12th International Conference on Internet, Law & Politics, which took place July 7-8 in Barcelona.

In her research, Professor Trimble focuses on intellectual property and issues at the intersection of intellectual property and private international law/conflict of laws.

Boyd Senior Fellow Dr. Nancy E. Brune Named to a Key Obama Administration Post

In an announcement released by The White House on April 8, President Obama announced his intention to appoint
Dr. Nancy E. Brune, Senior Fellow at the UNLV William S. Boyd School of Law and Executive Director of the Guinn Center for Policy Priorities, Nevada, to the President’s Advisory Commission on Educational Excellence for Hispanics.

Dr. Brune is one of four individuals named by the President to a key administration post. In the announcement, President Obama said, “I am honored that these talented individuals have decided to serve our country. They bring their years of experience and expertise to this Administration, and I look forward to working with them.”

In her role at the Boyd School of Law, Dr. Brune is focused on global policy in the areas of security, natural resources, energy, and trade.

Vincent Kwan, First-Year Law Student, Elected to Director of the Rebel Venture Fund

Congratulations to first-year law student Vincent Kwan who, after having joined his first semester of law school, was recently elected to director of the Rebel Venture Fund (RVF).

The RVF is UNLV’s venture capital (VC) fund that looks to make equity investments in private high-growth companies throughout Las Vegas and Southern Nevada. The fund invests in startups at every stage and provides knowledge, resources, and support to the growing tech and small business community here in Las Vegas. Unlike other university VC funds, the RVF is entirely student lead and run. Students work closely with entrepreneurs and leaders in the business community to conduct screenings, due diligence, investments, negotiations, and close deals.

Founded in 2013, RVF draws its membership from graduate and undergraduate students who work closely with a board of seasoned angel investors and venture capitalists in the community to arrive at investment decisions. In addition to having strong ties and relationships with business leaders, investors, and professionals in the community, RVF is supported by the UNLV Center for Entrepreneurship.

Born and raised in Las Vegas, Kwan decided to escape the hot desert and go as far away as possible to the cold East Coast. He went to New York City where he attended NYU Stern School of Business for his undergraduate, pursuing a degree in international business and political economy. Having worked in management consulting, corporate business strategy, and tech startups, Kwan has a broad range of experience and knowledge in the business world. Now hoping to supplement and further enhance his business knowledge, he in back home in Las Vegas attending the Boyd School of Law where he is currently in his first year as a full-time student.

With a strong passion for the Las Vegas tech and small business community, Kwan plans to make RVF a top VC fund and UNLV one of the best resources for the talented entrepreneurs and businesses in Las Vegas. The city has undergone a lot of change in recent years, especially with the Downtown Project, Work In Progress, the Innevation Center, and more to attract talented techs and entrepreneurs. He hopes to connect this community, help it flourish, and bring new young talent to Las Vegas.

Feb. 18 Boyd Briefs Now Available

The Feb. 18 issue of Boyd Briefs is now available.

This week's edition features Professor Addie Rolnick, student Tyler Mowbray, and alumna Audrey Beeson '07.

Professor Rolnick engages in scholarly work and advocacy within three main areas: criminal and juvenile justice in Indian country, race and criminal justice, and Indians and race. Before joining Boyd, she represented tribal governments; she continues to advocate for indigenous people as well as other groups and individuals who are poorly served by the justice system.

Mowbray is interested in mediation and litigation as a future career. Growing up in a Nevada legal family, he observed the positive impact lawyers have on their clients, and the positive impact of third-party neutrals who resolve many conflicts before they wind up in litigation.

Beeson is of counsel with The Law Offices of Frank J. Toti Esquire; and owns her own business, Audrey Beeson, Esq. PLLC. Her practice focuses primarily on family law and she is a Nevada Board Certified Family Law Specialist. She also does some estate planning -- drafting simple wills, POA's and trusts.

To subscribe to Boyd Briefs, visit law.unlv.edu/BoydBriefs.

Feb. 11 Boyd Briefs Now Available

The Feb. 11 issue of Boyd Briefs is now available.

This week's edition features Professor Francine Lipman, student Marta Kurshumova, and alumna Holly Walker '14.

Professor Lipman, Boyd Professor of Law, is an elected member of the American Law Institute, the American College of Tax Counsel, and the American Bar Foundation as well as the author of numerous articles on tax and accounting issues. In both her teaching and scholarship, she draws on an exceptional record of experience as an accountant and lawyer.

After leaving Bulgaria and her family at the age of 19, Kurshumova attended Wesleyan College in Macon, Ga. before coming to Boyd, "one of the proudest moments" of her life.

Walker is a judicial law clerk to Justice Michael L. Douglas at the Supreme Court of Nevada. Born and raised in Las Vegas, she has always been dedicated to pursuing her education here and says that Boyd faculty and staff have always been supportive.

To subscribe to Boyd Briefs, visit law.unlv.edu/BoydBriefs.

Professor Linda Berger Speaks at Stanford Law School Symposium

Linda L. Berger is the Family Foundation Professor of Law and the Associate Dean for Faculty Development and Research at the Boyd School of Law.

Professor Berger was one of the featured speakers at the Narrative and Metaphor in the Law Symposium hosted by Stanford Law School January 30. The symposium, organized by Michael Hanne of the University of Auckland and Robert Weisberg of Stanford, brought together scholars who have contributed to the study of narrative or metaphor and the law, and sometimes the two in combination, for a series of conversations to explore those interactions. Scholars from the many different dimensions of legal research were joined by speakers from anthropology, cognitive psychology, creative writing, the media and public policy, in an effort to elaborate a fuller account than has previously been attempted of the intricate relations that operate at the nexus between narrative and metaphor in the law.

This symposium is the third of a series on the role of narrative and metaphor in different disciplines. The first, relating to medicine, was held at UC Berkeley in 2010 and generated a special issue of the journal Genre: Forms of Discourse and Culture, 44 (3), Fall 2011, entitled “Binocular Vision: Narrative and Metaphor in Medicine.” The second, relating to politics, was held at Claremont Graduate University in 2012 and generated a book entitled Warring with Words: Narrative and Metaphor in Politics (Psychology Press, 2014). The Stanford symposium relating to the law will generate a book to be published by Cambridge University Press.

More information about the symposium can be found here.

Feb. 4 Boyd Briefs Now Available

The Feb. 4 issue of Boyd Briefs is now available.

This week's edition features Professor Christopher Blakesley, student Elias Askins, and alumnus Kevin Remus '10.

Professor Blakesley is the Cobeaga Law Firm Professor of Law at Boyd. Renowned as a scholar in international and comparative law, Professor Blakesley was a legal advisor in the U.S. Department of State under Henry Kissinger. He is a Barrick Distinguished Scholar, a member of the American Law Institute, and the author of numerous articles and books on topics ranging from terrorism to comparative criminal and family law.

Askins, who will graduate in May, says his plans are to "practice, practice, practice for the bar exam!" Beyond that, he hopes to continue working with a federal agency - just in a new capacity as legal counsel.

Remus is the in-house intellectual property attorney for National Security Technologies, based in Las Vegas. National Security Technologies is the company that manages the Nevada National Security Site for the United States Department of Energy. He has also been a JAG in the Nevada Army National Guard since 2013.

To subscribe to Boyd Briefs, visit law.unlv.edu/BoydBriefs.

Jan. 28 Boyd Briefs Now Available

The Jan. 28 issue of Boyd Briefs is now available.

This week's edition features Adjunct Professor Howard Siegel, student Mariah Northington, and alumnus Eric Gannon '08.

Professor Siegel is one of New York's "Super Lawyers" and until very recently senior partner in Pryor Cashman LLP's Entertainment Group in New York. He teaches The Law & Business of the Music Industry as part of Boyd's intellectual property curriculum.

Northington grew up in Lee Vining, Calif., a small town of 222. Coming to Boyd was the best choice she made, adding she has benefited from making lifelong friends and great professional relationships.

Gannon works in Austin, Texas as an analyst for FirstCare Health Plans, an insurer in Texas and New Mexico. He creates value by designing provider contract mechanisms to pursue cost efficiencies and quality incentives -- blending algorithm/data science and financial modeling to optimize network strength and accessibility.

To subscribe to Boyd Briefs, visit law.unlv.edu/BoydBriefs.

Professor Marketa Trimble Contributes to Recently Published Book

Marketa Trimble is the Samuel Lionel Intellectual Property Professor of Law at the William S. Boyd School of Law.

In the recently published book, Geoblocking and Global Video Culture, Professor Trimble contributed a chapter titled "Geoblocking, Technical Standards and the Law."

Edited by Ramon Lobato and James Meese, the book explores the cultural implications of access control and circumvention in an age of VPNs.

In her research, Professor Trimble focuses on intellectual property and issues at the intersection of intellectual property and private international law/conflict of laws.

Jan. 21 Boyd Briefs Now Available

The Jan. 21 issue of Boyd Briefs is now available.

This week's edition features Professor Lori Johnson, student Kory Koerporich, and alumna Krystal Rosse '09.

Professor Johnson teaches and writes in the areas of professional responsibility, transactional drafting, and lawyering process. Her scholarship and teaching draw on a combination of practical experience and theoretical knowledge of contract drafting, rhetorical criticism, and ethics.

Koerporich saw a chance to be part of something special at Boyd. The writing program's status, and opportunities for new experiences helped make the decision to come to Boyd easy.

Rosse is an Assistant United States Attorney in the District of Nevada where she represents and defends the United States, its employees and agencies in civil litigation matters.

To subscribe to Boyd Briefs, visit law.unlv.edu/BoydBriefs.

Boyd Student Lynnel Reyes Wins Jackson Lewis Scholarship

UNLV William S. Boyd School of Law second-year student Lynnel Reyes was recently selected as the winner of this year’s Jackson Lewis Labor and Employment Law Scholarship. The $5,000 scholarship is awarded annually to Boyd School of Law students from underrepresented social and economic backgrounds who are interested in careers in labor and employment law.

Second- and third-year Boyd students are eligible for the scholarship. Winners must demonstrate a commitment to pursuing a career in labor and employment law; have a strong academic record; belong to a socially or economically underrepresented group; and have relevant work experience, community service, and leadership skills.