Nev. Rev. Stat. » NRS: CHAPTER 78 - PRIVATE CORPORATIONS

Nev. Rev. Stat. § 78.012

Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations

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NRS 78.012  Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.  The Legislature hereby finds and declares that:

      1.  It is important to the economy of this State, and to domestic corporations, their directors and officers, and their stockholders, employees, creditors and other constituencies, for the laws governing domestic corporations to be clear and comprehensible.

      2.  The laws of this State govern the incorporation and internal affairs of a domestic corporation and the rights, privileges, powers, duties and liabilities, if any, of its directors, officers and stockholders.

      3.  The plain meaning of the laws enacted by the Legislature in this title, including, without limitation, the fiduciary duties and liability of the directors and officers of a domestic corporation set forth in NRS 78.138 and 78.139, must not be supplanted or modified by laws or judicial decisions from any other jurisdiction.

      4.  The directors and officers of a domestic corporation, in exercising their duties under NRS 78.138 and 78.139, may be informed by the laws and judicial decisions of other jurisdictions and the practices observed by business entities in any such jurisdiction, but the failure or refusal of a director or officer to consider, or to conform the exercise of his or her powers to, the laws, judicial decisions or practices of another jurisdiction does not constitute or indicate a breach of a fiduciary duty.

      (Added to NRS by 2017, 3997)

     

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2019–2021 · leading case: GUZMAN VS. JOHNSON
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GUZMAN VS. JOHNSON (2021) nev · cites it 2× “" NRS 78.012(1). While a plaintiff may rebut the business judgment rules presumption of good faith by, for instance, showing that the fiduciary had a personal interest in the transaction, see, e.”
HP Tuners, LLC v. Cannata (2019) nvd “§78.012. HPT is a limited liability 3 company incorporated in Nevada with a principal place of business in Illinois, so therefore, based 4 on §309 and the internal affairs doctrine, Nevada law governs the fiduciary claim.”
— Nev. Rev. Stat. § 78.012(1) — 1 case
GUZMAN VS. JOHNSON (2021) nev “" NRS 78.012(1). While a plaintiff may rebut the business judgment rules presumption of good faith by, for instance, showing that the fiduciary had a personal interest in the transaction, see, e.”
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