NRS 463.635
Publicly traded corporation owning or controlling applicant or licensee: Duties
- power of Board and Commission to investigate
- procedure for Board to deregister corporation that ceases to engage in gaming activities.
1.
If a corporation, partnership, limited partnership, limited-liability company or other business organization applying for or holding a state gaming license is or becomes owned in whole or in part or controlled by a publicly traded corporation, or if a publicly traded corporation applies for or holds a state gaming license, the publicly traded corporation shall:(a)
Maintain a ledger in the principal office of its subsidiary which is licensed to conduct gaming in this state, which must:(1)
Reflect the ownership of record of each outstanding share of any class of equity security issued by the publicly traded corporation. The ledger may initially consist of a copy of its latest list of equity security holders and thereafter be maintained by adding a copy of such material as it regularly receives from the transfer agent for its equity securities of any class which are outstanding.(2)
Be available for inspection by the Board and the Commission and their authorized agents at all reasonable times without notice.(b)
Register with the Commission and provide the following information to the Board:(1)
The organization, financial structure and nature of the business of the publicly traded corporation, including the names of all officers, directors and any employees actively and directly engaged in the administration or supervision of the activities of the gaming licensee, and the names, addresses and number of shares held of record by holders of its equity securities.(2)
The rights and privileges accorded the holders of different classes of its authorized equity securities.(3)
The terms on which its equity securities are to be, and during the preceding 3 years have been, offered by the corporation to the public or otherwise initially issued by it.(4)
The terms and conditions of all its outstanding loans, mortgages, trust deeds, pledges or any other indebtedness or security device, directly relating to the gaming activities of the gaming licensee.(5)
The extent of the equity security holdings of record in the publicly traded corporation of all officers, directors, underwriters and persons owning of record equity securities of any class of the publicly traded corporation, and any payment received by any such person from the publicly traded corporation for each of its 3 preceding fiscal years for any reason whatever.(6)
Remuneration exceeding $40,000 per annum to persons other than directors and officers who are actively and directly engaged in the administration or supervision of the gaming activities of the gaming licensee.(7)
Bonus and profit-sharing arrangements of the publicly traded corporation directly or indirectly relating to the gaming activities of the gaming licensee.(8)
Management and service contracts of the publicly traded corporation directly or indirectly relating to the gaming activities of the gaming licensee.(9)
Options existing or from time to time created in respect of its equity securities.(10)
Balance sheets, certified by independent public accountants, for at least the 3 preceding fiscal years, or if the publicly traded corporation has not been incorporated for a period of 3 years, balance sheets from the time of its incorporation. These balance sheets may be those filed by it with or furnished by it to the Securities and Exchange Commission.(11)
Profit and loss statements, certified by independent certified public accountants, for at least the 3 preceding fiscal years, or, if the publicly traded corporation has not been incorporated for a period of 3 years, profit and loss statements from the time of its incorporation. These profit and loss statements may be those filed by it with or furnished by it to the Securities and Exchange Commission.(12)
Any further information within the knowledge or control of the publicly traded corporation which either the Board or the Commission may deem necessary or appropriate for the protection of this state, or licensed gambling, or both. The Board or the Commission may make such investigation of the publicly traded corporation or any of its officers, directors, security holders or other persons associated therewith as it deems necessary.(c)
Apply for an order of registration from the Commission which must set forth a description of the publicly traded corporation’s affiliated companies and intermediary companies, and the various gaming licenses and approvals obtained by those entities. The Commission may issue an order of registration upon receipt of a proper application. If the information set forth in an order of registration changes, the publicly traded corporation shall apply for and the Commission may issue amendments to and revisions of the order of registration to reflect the changes.(d)
If the publicly traded corporation is a foreign corporation, qualify to do business in this state.2.
If the Board determines that a publicly traded corporation registered with the Commission, or any of its affiliates or intermediary companies, have ceased engaging in gaming activities in Nevada, the Board may, upon its own motion, recommend that the Commission deregister the publicly traded corporation. Before making such a recommendation for deregistration, the Board shall provide at least 30 days’ notice to the publicly traded corporation that it intends to move for deregistration. If the Board is unable to confirm that notice has been received by the publicly traded corporation, the Board shall provide notice to the last known address of the registered agent of the publicly traded corporation. If the Commission issues an order deregistering the publicly traded corporation, a copy of the order must be provided to the publicly traded corporation together with a notice that the publicly traded corporation must apply, within 3 years after the date of the order of deregistration, to the Commission for a refund of any money of the publicly traded corporation held by the Board. If the Commission is unable to confirm that the publicly traded corporation has received the order, the Commission shall provide the order to the last known address of the registered agent of the publicly traded corporation. The publicly traded corporation must apply to the Board for a refund of any investigative or other money of the publicly traded corporation held by the Board within 3 years after the date of deregistration. The money of the publicly traded corporation for which a refund is not requested within 3 years after the date of deregistration is presumed abandoned and is subject to the provisions of chapter 120A of NRS.3.
The Commission may adopt regulations that generally or selectively impose on any publicly traded corporation any requirement not inconsistent with law which it may deem necessary in the public interest. Without limiting the generality of the preceding sentence, any such requirement may deal with the same subject matter as, but be more stringent than, the requirements imposed by NRS 463.482 to 463.645, inclusive.
Source:
Section 463.635 — Publicly traded corporation owning or controlling applicant or licensee: Duties; power of Board and Commission to investigate; procedure for Board to deregister corporation that ceases to engage in gaming activities., https://www.leg.state.nv.us/NRS/NRS-463.html#NRS463Sec635.