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

Nev. Rev. Stat. § 92A.440

Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process

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NRS 92A.440  Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process.

      1.  A stockholder who receives a dissenter’s notice pursuant to NRS 92A.430 and who wishes to exercise dissenter’s rights must:

      (a) Demand payment;

      (b) Certify whether the stockholder or the beneficial owner on whose behalf he or she is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

      (c) Deposit the stockholder’s certificates, if any, in accordance with the terms of the notice.

      2.  If a stockholder fails to make the certification required by paragraph (b) of subsection 1, the subject corporation may elect to treat the stockholder’s shares as after-acquired shares under NRS 92A.470.

      3.  Once a stockholder deposits that stockholder’s certificates or, in the case of uncertified shares makes demand for payment, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection 4.

      4.  A stockholder who has complied with subsection 1 may nevertheless decline to exercise dissenter’s rights and withdraw from the appraisal process by so notifying the subject corporation in writing by the date set forth in the dissenter’s notice pursuant to NRS 92A.430. A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation’s written consent.

      5.  The stockholder who does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter’s notice, is not entitled to payment for his or her shares under this chapter.

      (Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189; 2009, 1724)

     

Notes of Decisions
Cited in 6 cases (3 in the last 5 years), 2003–2021 · leading case: Cohen v. Mirage Resorts, Inc.
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AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev · cites it 8× “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev · cites it 4× “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. v. DIST. CT. (RADOFF) (2021) nev · cites it 4× “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
Smith v. Kisorin USA, Inc. (2011) nev “400(2)(a); NRS 92A.440(5) (stating that when a stockholder “does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter’s notice, [he or she] is not entitled to payment for his or her shares under this chapter”).”
AMERICAN ETHANOL, INC. v. Cordillera Fund (2011) nev · cites it 2× “The following month, Cordillera sent appellants a demand for payment pursuant to NRS 92A.440. After appellants refused to tender payment, citing untimeliness, among other things, Cordillera filed a complaint for declaratory and injunctive relief in the district court.”
Cohen v. Mirage Resorts, Inc. (2003) nev · cites it 6× “Respondents contended that the complaint was simply a thinly disguised method of attacking the value of the Boardwalk's shares in violation of NRS 92A.440(3). [4] Respondents also asserted that Cohen knew about all of the alleged wrongdoing before tendering his shares.”
— Nev. Rev. Stat. § 92A.440(1) — 3 cases
AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. v. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
— Nev. Rev. Stat. § 92A.440(3) — 1 case
Cohen v. Mirage Resorts, Inc. (2003) nev “Respondents contended that the complaint was simply a thinly disguised method of attacking the value of the Boardwalk's shares in violation of NRS 92A.440(3). [4] Respondents also asserted that Cohen knew about all of the alleged wrongdoing before tendering his shares.”
— Nev. Rev. Stat. § 92A.440(5) — 1 case
Smith v. Kisorin USA, Inc. (2011) nev “400(2)(a); NRS 92A.440(5) (stating that when a stockholder “does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter’s notice, [he or she] is not entitled to payment for his or her shares under this chapter”).”
— Nev. Rev. Stat. § 92A.440(I) — 3 cases
AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. VS. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
AEROGROW INT'L, INC. v. DIST. CT. (RADOFF) (2021) nev “NRS 92A.440 provides, in relevant part, that [a] stockholder who receives a dissenter's notice pursuant to NRS 92A.”
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