§ 78.378 — Applicability; imposition of stricter requirements; protection of corporation and its stockholders

1. The provisions of NRS 78.378 to 78.3793 , inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.
2. The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793 , inclusive.
3. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of NRS 78.378 to 78.3793 , inclusive, do not restrict the directors of an issuing corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose of having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.

Legislative History

(Added to NRS by 1987, 755 ; A 1989, 877 ; 1999, 1588 ; 2003, 3098 ; 2009, 1680 ; 2023, 371 )