NRS
78.200 Rights or options to purchase stock.
1. A corporation may create and issue
rights or options entitling the holders thereof to purchase from the
corporation any shares of its stock of any class or classes to be evidenced by
or in such instrument or instruments as are approved by the board of directors.
2. The terms upon which, the time or
times, which may be limited or unlimited in duration, at or within which, and
the price or prices, including a formula by which such price or prices may be
determined, at which any such shares may be purchased from the corporation upon
the exercise of any such right or option may be fixed and stated in the
articles of incorporation or in a resolution or resolutions adopted by the
board of directors providing for the creation and issue of the rights or
options, and, in every case, set forth or incorporated by reference in the
instrument or instruments evidencing the rights or options. The judgment of the
board of directors as to the consideration for such rights or options issued is
conclusive in the absence of actual fraud in the transaction.
3. The board of directors may authorize
one or more officers of the corporation to:
(a) Designate the persons to be recipients of
rights or options created by the corporation; and
(b) Determine the number of rights or options to
be received by the persons designated pursuant to paragraph (a).
4. The authorization pursuant to
subsection 3 must specify the maximum number of rights or options the officer
or officers may award. The board of directors may not authorize an officer to
designate himself or herself as a recipient of the rights or options.
[11(a):177:1925; added 1949,
158; 1943 NCL § 1610.01]—(NRS A 1991,
1223; 1993,
955; 2003,
3088)
Notes of Decisions
Cited in
3
cases, 2017–2020 · leading case:
Rueckl v. InMode, Ltd., No. 2:19-cv-02186 (D. Nev. July 27, 2020).
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
· cites it 2× “See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
Rueckl v. InMode, Ltd., No. 2:19-cv-02186 (D. Nev. July 27, 2020).
· cites it 2× “26 § 78.200 (2018); see also N.R.S. 104.8113 (2015) (“A contract or modification of a contract for 27 the sale or purchase of a security is enforceable whether or not there is a writing signed or record 28 authenticated by a party against whom enforcement is sought.”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
“See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
Nev. Rev. Stat. § 78.200(2): 2 cases
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
“See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
“See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
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