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Nevada amends laws on stockholder meetings, fiduciary duties, and more

Nevada legislators amended legislation regarding the fiduciary duties of directors, and clarified and confirmed that when exercising their respective powers, directors and officers of a corporation may consider all relevant facts, circumstances, contingencies or constituencies. This may include, without limitation, those itemized in NRS 78.138(4)(a): the interests of the corporation’s employees, suppliers, creditors or customers; the economy of the state or nation; the interests of the community or of society; the long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or the long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

The change was one of more than 60 statutory amendments made to the state’s the Business Associations title and related titles during Nevada’s 81st legislative session. All changes are captured in the 2022 edition of “Nevada Laws Governing Business Entities Annotated,” releasing this month from CSC® Publishing, in collaboration with LexisNexis®.

Notable changes included amendments regarding:

  • Expansion of permitted forum selection clauses
  • Fiduciary duties of directors and officers
  • Meetings of stockholders
  • Voting trusts and stockholder agreements
  • Mergers and dissenter’s rights
  • Distributions
  • Limited liability companies

The 2022 edition includes a Table of Sections Affected identifying added and amended statutes, as well as analysis of the changes by experienced Nevada attorneys Ellen Schulhofer and Albert Kovacs of Brownstein Hyatt Farber Schreck LLP.

This edition also includes the latest case notes interpreting the law, as well as three full-text cases discussing the latest developments regarding the business judgment rule, dissenters’ rights, and the market-out exception.

There’s also an up-to-date Nevada Business Fee Schedule, and online access to more than 90 Nevada forms for incorporation or formation, qualification, mergers, dissolution, and name reservation for all entity typesvia the LexisNexisStore download center.

As with CSC’s other annotated statutory collections, “Nevada Laws Governing Business Entities Annotated” is available as an eBook and is part of the LexisNexis Digital Library.

To learn more about the 2022 edition of Nevada Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at



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