NRS
78.650 Stockholders’ application for injunction and appointment of
receiver when corporation mismanaged.
1. Any holder or holders of one-tenth of
the issued and outstanding stock may apply to the district court in the county
in which the corporation has its principal place of business or, if the
principal place of business is not located in this State, to the district court
in the county in which the corporation’s registered office is located, for an
order appointing a receiver, and by injunction restrain the corporation from
exercising any of its powers or doing business whatsoever, except by and
through a receiver appointed by the court, whenever irreparable injury to the
corporation is threatened or being suffered and:
(a) The corporation has willfully violated its
charter;
(b) Its trustees or directors have been guilty of
fraud or collusion or gross mismanagement in the conduct or control of its
affairs and any presumption established by subsection 3 has been rebutted with
respect to such conduct or control;
(c) The assets of the corporation are in danger
of waste, sacrifice or loss through attachment, foreclosure, litigation or
otherwise; or
(d) The corporation has dissolved, but has not
proceeded diligently to wind up its affairs, or to distribute its assets in a
reasonable time.
2. The application may be for the
appointment of a receiver, without at the same time applying for the
dissolution of the corporation, and notwithstanding the absence, if any there
be, of any action or other proceeding in the premises pending in such court.
3. In any such application for a
receivership, it is sufficient for a temporary appointment if notice of the
same is given to the corporation alone, by process as in the case of an
application for a temporary restraining order or injunction, and the hearing
thereon may be had after 5 days’ notice unless the court directs a longer or
different notice and different parties.
4. The court may, if good cause exists
therefor, appoint one or more receivers for such purpose, but in all cases
directors or trustees who have been guilty of no negligence nor active breach
of duty must be preferred in making the appointment. The court may at any time
for sufficient cause make a decree terminating the receivership, or dissolving
the corporation and terminating its existence, or both, as may be proper.
5. Receivers so appointed have, among the
usual powers, all the functions, powers, tenure and duties to be exercised
under the direction of the court as are conferred on receivers and as provided
in NRS 78.635, 78.640 and 78.645, whether the corporation is
insolvent or not.
6. The ownership requirement set forth in
subsection 1 must be maintained from the date and throughout the pendency of
the application for the appointment of a receiver of the corporation.
[49a:177:1925; added 1941,
405; 1931 NCL § 1648.01]—(NRS A 1993,
2766; 2009,
1683; 2019,
2490)
Notes of Decisions
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
· cites it 23× “For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
Hollis v. Hill, 232 F.3d 460 (5th Cir. 2000).
· cites it 3× “9 Hollis, *466 however, has not sought dissolution of FFUSA under Nev.Rev.Stat. § 78.650. Instead, he contended, and the district court found, that Hill’s actions amount to a breach of fiduciary duty owed him and that equitable relief is therefore available.”
Bedore v. Familian, 125 P.3d 1168 (Nev. 2006).
· cites it 3× “Under NRS 78.650, a shareholder may request dissolution or appointment of a receiver when the corporation’s directors are “guilty of fraud or collusion or gross mismanagement” or the “assets of the corporation are in danger of waste, sacrifice or loss through attachment,…”
State ex rel. Hersh v. First Jud. Dist. Court, 464 P.2d 783 (Nev. 1970).
· cites it 7× “The legislature has recognized the problems that may result from long delays and has provided a method in NRS 78.650 2 for the appointment of a temporary receiver.”
Buchanan v. Henderson, 131 B.R. 859 (D. Nev. 1990).
· cites it 2× “” Section 78.650(l)(b) discusses those cases wherein a stockholder can obtain an injunction against a corporation or obtain the appointment of a receiver if “its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its…”
Johnson v. Steel, Inc., 678 P.2d 676 (Nev. 1984).
“Such factual discrepancies are material under NRS 78.650. The district court’s denial of appellant’s motion for the appointment of a receiver pendente lite does not preclude the appellant from asserting her stated claims.”
Peri-Gil Corp. v. Sutton, 442 P.2d 35 (Nev. 1968).
· cites it 3× “This infraction alone brings Peri-Gil within NRS 78.650(1), and the lower court did not abuse its discretion when it entered the order appointing a receiver.”
Searchlight Dev., Inc. v. Martello, 437 P.2d 86 (Nev. 1968).
· cites it 3× “Among the many assignments of error, appellants claim that the district court was without jurisdiction to appoint a receiver for Searchlight and El Rey because the respondents Martello and Canter were not the holders of one-tenth of the issued and outstanding capital stock of…”
Hines v. Plante, 661 P.2d 880 (Nev. 1983).
“2 Appointment of a receiver where a corporation is involved is the subject of NRS 78.650. That provision provides in pertinent part: 1.”
Foster v. Arata, 325 P.2d 759 (Nev. 1958).
“We can conceive of no clearer example of a corporation which “has abandoned its business,” which situation under the provisions of NRS 78.650 authorizes a decree dissolving the corporation.”
— Nev. Rev. Stat. § 78.650(1) — 7 cases
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
“For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
Searchlight Dev., Inc. v. Martello, 437 P.2d 86 (Nev. 1968).
“Among the many assignments of error, appellants claim that the district court was without jurisdiction to appoint a receiver for Searchlight and El Rey because the respondents Martello and Canter were not the holders of one-tenth of the issued and outstanding capital stock of…”
Peri-Gil Corp. v. Sutton, 442 P.2d 35 (Nev. 1968).
“This infraction alone brings Peri-Gil within NRS 78.650(1), and the lower court did not abuse its discretion when it entered the order appointing a receiver.”
— Nev. Rev. Stat. § 78.650(1)(b) — 1 case
Bedore v. Familian, 125 P.3d 1168 (Nev. 2006).
“Under NRS 78.650, a shareholder may request dissolution or appointment of a receiver when the corporation’s directors are “guilty of fraud or collusion or gross mismanagement” or the “assets of the corporation are in danger of waste, sacrifice or loss through attachment,…”
— Nev. Rev. Stat. § 78.650(3) — 2 cases
State ex rel. Hersh v. First Jud. Dist. Court, 464 P.2d 783 (Nev. 1970).
“The legislature has recognized the problems that may result from long delays and has provided a method in NRS 78.650 2 for the appointment of a temporary receiver.”
— Nev. Rev. Stat. § 78.650(4) — 2 cases
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
“For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
Peri-Gil Corp. v. Sutton, 442 P.2d 35 (Nev. 1968).
“This infraction alone brings Peri-Gil within NRS 78.650(1), and the lower court did not abuse its discretion when it entered the order appointing a receiver.”
— Nev. Rev. Stat. § 78.650(5) — 1 case
State ex rel. Hersh v. First Jud. Dist. Court, 464 P.2d 783 (Nev. 1970).
“The legislature has recognized the problems that may result from long delays and has provided a method in NRS 78.650 2 for the appointment of a temporary receiver.”
— Nev. Rev. Stat. § 78.650(b) — 1 case
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
“For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
— Nev. Rev. Stat. § 78.650(c) — 1 case
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
“For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
— Nev. Rev. Stat. § 78.650(e) — 1 case
Med. Device All., Inc. v. Ahr, 8 P.3d 135 (Nev. 2000).
“For the reasons discussed herein, we conclude that the Nevada shareholders met the statutory requirement under NRS 78.650 prescribing that at least ten percent of MDA's shareholders apply for the appointment of a temporary receiver.”
— Nev. Rev. Stat. § 78.650(l)(b) — 1 case
Buchanan v. Henderson, 131 B.R. 859 (D. Nev. 1990).
“” Section 78.650(l)(b) discusses those cases wherein a stockholder can obtain an injunction against a corporation or obtain the appointment of a receiver if “its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its…”
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