NRS
78.211 Consideration for shares: Authority of board of directors;
effect of receipt; corporate action pending receipt in future.
1. The board of directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including, but not limited to, cash,
promissory notes, services performed, contracts for services to be performed or
other securities of the corporation. The nature and amount of such
consideration may be made dependent upon a formula approved by the board of
directors or upon any fact or event which may be ascertained outside the
articles of incorporation or the resolution providing for the issuance of the
shares adopted by the board of directors if the manner in which a fact or event
may operate upon the nature and amount of the consideration is stated in the
articles of incorporation or the resolution. The judgment of the board of
directors as to the consideration received for the shares issued is conclusive
in the absence of actual fraud in the transaction.
2. When the corporation receives the
consideration for which the board of directors authorized the issuance of
shares, the shares issued therefor are fully paid. Shares that are issued are
outstanding shares unless such shares are treasury shares.
3. The corporation may place in escrow
shares issued for a contract for future services or benefits or a promissory
note, or make any other arrangements to restrict the transfer of the shares.
The corporation may credit distributions made for the shares against their purchase
price, until the services are performed, the benefits are received or the
promissory note is paid. If the services are not performed, the benefits are
not received or the promissory note is not paid, the shares escrowed or
restricted and the distributions credited may be cancelled in whole or in part.
4. For the purposes of this section,
“benefit to the corporation” includes, without limitation, the authorization of
the issuance of shares to up to 100 persons without consideration for the sole
purpose of qualifying the corporation as a real estate investment trust
pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision,
and any regulations adopted pursuant thereto.
(Added to NRS by 1991,
1186; A 1993,
958; 2001,
1366, 3199;
2005,
2179; 2015,
3226)
Notes of Decisions
ARTHUR W. TIFFORD, PA v. Tandem Energy Corp., 562 F.3d 699 (5th Cir. 2009).
“Defendants state that “[o]n August 25, 2005, the new Tandem Board of Directors, by unanimous resolution, and pursuant to Nev.Rev.Stat. § 78.211 cancelled the 20 *704 million stock shares, including [Certificate 1069], based on an investigation and certified opinion of counsel…”
Matter of Leo v. LD Holdings, Inc., 2017 NY Slip Op 4225 (N.Y. App. Div. 2017).
“Respondent's argument that Nevada law prohibits issuance of shares to satisfy a debt is not supported by the statute cited ( see Nev Rev Stat § 78.211). Nor does respondent's postjudgment attempt to thwart enforcement, by purporting to "de-authorize" the shares, bar enforcement…”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
· cites it 2× “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.”
Nexmed, Inc. v. Clealon Mann, 2005 UT App 431 (Utah Ct. App. 2005).
· cites it 2× “See Nev.Rev.Stat. §§ 78.211, 315 (1994). 7 NexMed argues that the trial court erred in determining that section 78.”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
“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.”
Leo v. LD Holdings, Inc., 150 A.D.3d 620 (N.Y. App. Div. 2017).
“Respondent’s argument that Nevada law prohibits issuance of shares to satisfy a debt is not supported by the statute cited (see Nev Rev Stat § 78.211). Nor does respondent’s postjudgment attempt to thwart enforcement, by purporting to “de-authorize” the shares, bar enforcement…”
In Re: Parametric Sound Corp. Shareholders' Litig. c/w 84971, 85358, 140 Nev. Adv. Op. No. 36 (Nev. 2024).
“138(3) and failed to show “actual fraud in the transaction” as required by NRS 78.211(1). Third, because PAMTP failed to establish a breach of fiduciary duty claim against Potashner, it had no claim for aiding and abetting against the nondirector parties, As discussed below, we…”
In Re: Parametric Sound Corp. Shareholders' Litig. c/w 84971, 85358, 140 Nev. Adv. Op. No. 36 (Nev. 2024).
“138(3) and failed to show "actual fraud in the transaction" as required by NRS 78.211(1). Third, because PAMTP failed to establish a breach of fiduciary duty claim against Potashner, it had no claim for aiding and abetting against the nondirector parties.”
— Nev. Rev. Stat. § 78.211(1) — 4 cases
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017).
“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).
“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.”
In Re: Parametric Sound Corp. Shareholders' Litig. c/w 84971, 85358, 140 Nev. Adv. Op. No. 36 (Nev. 2024).
“138(3) and failed to show “actual fraud in the transaction” as required by NRS 78.211(1). Third, because PAMTP failed to establish a breach of fiduciary duty claim against Potashner, it had no claim for aiding and abetting against the nondirector parties, As discussed below, we…”
In Re: Parametric Sound Corp. Shareholders' Litig. c/w 84971, 85358, 140 Nev. Adv. Op. No. 36 (Nev. 2024).
“138(3) and failed to show "actual fraud in the transaction" as required by NRS 78.211(1). Third, because PAMTP failed to establish a breach of fiduciary duty claim against Potashner, it had no claim for aiding and abetting against the nondirector parties.”
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