Nev. Rev. Stat. » NRS: CHAPTER 92A - MERGERS, CONVERSIONS, EXCHANGES AND DOMESTICATIONS

Nev. Rev. Stat. § 92A.380

Right of stockholder to dissent from certain corporate actions and to obtain payment for shares

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NRS 92A.380  Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

      1.  Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to the limitation in paragraph (f), any stockholder is entitled to dissent from, and obtain payment of the fair value of the stockholder’s shares in the event of any of the following corporate actions:

      (a) Consummation of a plan of merger to which the domestic corporation is a constituent entity:

             (1) If approval by the stockholders is required for the merger by this chapter or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the plan of merger;

             (2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180; or

             (3) If the domestic corporation is a constituent entity in a merger pursuant to NRS 92A.133.

      (b) Consummation of a plan of conversion to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be converted.

      (c) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if the stockholder’s shares are to be acquired in the plan of exchange.

      (d) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

      (e) Accordance of full voting rights to control shares, as defined in NRS 78.3784, only to the extent provided for pursuant to NRS 78.3793.

      (f) Any corporate action not described in this subsection pursuant to which the stockholder would be obligated, as a result of the corporate action, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207. A dissent pursuant to this paragraph applies only to the fraction of a share, and the stockholder is entitled only to obtain payment of the fair value of the fraction of a share.

      2.  A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, must not otherwise object to or challenge the corporate action creating the entitlement, except to the extent that:

      (a) The domestic corporation did not obtain the vote or consent of the requisite voting power of the stockholders to approve the action as prescribed under this chapter and the articles of incorporation and bylaws of the domestic corporation; or

      (b) The corporate action is the proximate result of actual fraud against the stockholder or the domestic corporation.

      3.  Subject to the limitations in this subsection, from and after the effective date of any corporate action described in subsection 1, no stockholder who has exercised the right to dissent pursuant to NRS 92A.300 to 92A.500, inclusive, is entitled to vote his or her shares for any purpose or to receive payment of dividends or any other distributions on shares. This subsection does not apply to dividends or other distributions payable to stockholders on a date before the effective date of any corporate action from which the stockholder has dissented. If a stockholder exercises the right to dissent with respect to a corporate action described in paragraph (f) of subsection 1, the restrictions of this subsection apply only to the shares to be converted into a fraction of a share and the dividends and distributions to those shares.

      (Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007, 2438; 2009, 1721; 2011, 2814; 2019, 109; 2025, 821)

     

Notes of Decisions
Cited in 8 cases (3 in the last 5 years), 2003–2022 · leading case: Cohen v. Mirage Resorts, Inc.
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Cohen v. Mirage Resorts, Inc. (2003) nev · cites it 20× “Moreover, the exclusive remedy provision of NRS 92A.380 does not bar such claims. NRS 92A.”
Bedore v. Familian (2006) nev “” 16 For example, remedies for violations of corporation law statutes, such as NRS 92A.380(2), that allow shareholders the right to dissent to corporate actions, such as mergers, are not limited to the statutes’ enumerated remedies.”
Smith v. Kisorin USA, Inc. (2011) nev “NRS 92A.380; NRS 92A.410; American Ethanol v.”
Peddie v. Spot Devices, Inc. (2018) nev · cites it 7× “After the district court granted in part a series of motions to dismiss versions of Peddie's complaint, with leave to amend, respondents Haws Corporation and John Pettibone filed a motion for partial summary judgment on Peddie's remaining claims for declaratory and injunctive…”
Aerogrow Int'L, Inc. v. Dist. Ct. (Overbrook Capital Llc) (2022) nev · cites it 6× “Petitioners moved to dismiss RPIs’ amended complaint, arguing that the dissenters rights provision in NRS 92A.380 made appraisal RPIs’ exclusive remedy, precluding their complaint, and that the complaint failed to state a claim.”
POPE INVS., LLC VS. CHINA YIDA HOLDING, CO. C/W 80709 (2021) nev · cites it 4× “CY's shares were covered securities, and Pope had dissenting rights only if it demonstrated an exception to the market-out exception Determining whether Pope had a right to dissent requires reviewing the statutes providing and limiting the availability of a right to dissent, NRS…”
POPE INVS., LLC VS. CHINA YIDA HOLDING, CO. C/W 80709 (2021) nev · cites it 4× “CY's shares were covered securities, and Pope had dissenting rights only if it demonstrated an exception to the market-out exception Determining whether Pope had a right to dissent requires reviewing the statutes providing and limiting the availability of a right to dissent, NRS…”
AMERICAN ETHANOL, INC. v. Cordillera Fund (2011) nev · cites it 2× “320; NRS 92A.380. "Unfortunately, the statutes do not elaborate on what `fair value' means, or on what should be considered in order to arrive at fair value.”
— Nev. Rev. Stat. § 92A.380(1)(a) — 3 cases
Peddie v. Spot Devices, Inc. (2018) nev “After the district court granted in part a series of motions to dismiss versions of Peddie's complaint, with leave to amend, respondents Haws Corporation and John Pettibone filed a motion for partial summary judgment on Peddie's remaining claims for declaratory and injunctive…”
POPE INVS., LLC VS. CHINA YIDA HOLDING, CO. C/W 80709 (2021) nev “CY's shares were covered securities, and Pope had dissenting rights only if it demonstrated an exception to the market-out exception Determining whether Pope had a right to dissent requires reviewing the statutes providing and limiting the availability of a right to dissent, NRS…”
POPE INVS., LLC VS. CHINA YIDA HOLDING, CO. C/W 80709 (2021) nev “CY's shares were covered securities, and Pope had dissenting rights only if it demonstrated an exception to the market-out exception Determining whether Pope had a right to dissent requires reviewing the statutes providing and limiting the availability of a right to dissent, NRS…”
— Nev. Rev. Stat. § 92A.380(1)(b) — 1 case
Peddie v. Spot Devices, Inc. (2018) nev “After the district court granted in part a series of motions to dismiss versions of Peddie's complaint, with leave to amend, respondents Haws Corporation and John Pettibone filed a motion for partial summary judgment on Peddie's remaining claims for declaratory and injunctive…”
— Nev. Rev. Stat. § 92A.380(2) — 3 cases
Cohen v. Mirage Resorts, Inc. (2003) nev “Moreover, the exclusive remedy provision of NRS 92A.380 does not bar such claims. NRS 92A.”
Bedore v. Familian (2006) nev “” 16 For example, remedies for violations of corporation law statutes, such as NRS 92A.380(2), that allow shareholders the right to dissent to corporate actions, such as mergers, are not limited to the statutes’ enumerated remedies.”
Aerogrow Int'L, Inc. v. Dist. Ct. (Overbrook Capital Llc) (2022) nev “Petitioners moved to dismiss RPIs’ amended complaint, arguing that the dissenters rights provision in NRS 92A.380 made appraisal RPIs’ exclusive remedy, precluding their complaint, and that the complaint failed to state a claim.”
— Nev. Rev. Stat. § 92A.380(l)(a) — 1 case
AMERICAN ETHANOL, INC. v. Cordillera Fund (2011) nev “320; NRS 92A.380. "Unfortunately, the statutes do not elaborate on what `fair value' means, or on what should be considered in order to arrive at fair value.”
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