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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Paul F. Shoen; Alan Kahn; and Glenbrook Capital Limited Partnership, Appellants, v. SAC Holding Corporation, a Nevada Corporation; SAC Holding Corporation II, a Nevada Corporation; Three SAC Self-Storage Corporation, a Nevada Corporation; Four SAC Self-Storage Corporation, a Nevada Corporation; Five SAC Self-Storage Corporation, a Nevada Corporation; Six SAC Self-Storage Corporation, a Nevada Corporation; Six-A SAC Self-Storage Corporation, a Nevada Corporation; Six-B SAC Self-Storage Corporatio

Headnote

Shoen is a Nevada case. In Shoen, the Nevada Supreme Court adopts the Delaware standards (Aronson and Rales) for determination of demand futility. The Nevada high court's discussion of both standards provides a clear overview and restatement of both tests and their application to pleadings. Shoen is also an example of how state courts around the country look to the Delaware courts for guidance as they form their corporate law.  Through cases like Shoen you can begin to appreciate Delaware's outsized influence in the corporate law arena.