NRS 78.751
Mandatory indemnification of directors, officers, employees and agents

  • advancement of expenses
  • other rights to indemnification and advancement of expenses
  • primary obligor with respect to indemnification or advancement of expenses
  • effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses.

1.

A corporation shall indemnify any person who is a director, officer, employee or agent to the extent that the person is successful on the merits or otherwise in defense of:

(a)

Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or

(b)

Any claim, issue or matter therein,
Ê against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney’s fees.

2.

Unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such expenses upon receipt of such an undertaking. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

3.

The indemnification pursuant to this section and NRS 78.7502 and the advancement of expenses authorized in or ordered by a court pursuant to this section:

(a)

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action.

(b)

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

4.

Unless the articles of incorporation, the bylaws or an agreement made by a corporation provide otherwise, if a person is entitled to indemnification or the advancement of expenses from the corporation and any other person, the corporation is the primary obligor with respect to such indemnification or advancement.

5.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

Source: Section 78.751 — Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses., https://www.­leg.­state.­nv.­us/NRS/NRS-078.­html#NRS078Sec751.

78.010
Definitions 78.012
Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations. 78.015
Applicability of chapter 78.020
Limitations on incorporation under chapter 78.025
Reserved power of State to amend or repeal chapter 78.026
Form required for filing of records. 78.027
Corporate records: Microfilming 78.028
Filing of records written in language other than English. 78.029
Procedure to submit replacement page to Secretary of State before actual filing of record. 78.030
Filing requirements 78.035
Articles of incorporation: Required provisions. 78.037
Articles of incorporation: Optional provisions. 78.039
Name of corporation: Distinguishable name required 78.040
Name of corporation: Reservation 78.045
Articles of incorporation: Approval or certification required before filing of certain articles or amendments. 78.046
Authorization of forum selection provisions in articles or bylaws. 78.047
Penalty for purporting to do business as corporation without filing articles of incorporation 78.050
Commencement of corporate existence. 78.055
Acceptable evidence of incorporation. 78.060
General powers. 78.065
Adoption and use of corporate seal or stamp. 78.070
Specific powers. 78.075
Railroad companies: Powers. 78.080
Railroad companies: Rights-of-way granted by the State, counties and municipalities 78.085
Railroad companies: Filing and recording of certified maps and profiles. 78.090
Registered agent required 78.097
Resignation of registered agent or termination of registration of commercial registered agent. 78.105
Maintenance of records at principal office or with custodian of records 78.107
Denial of request for inspection of records 78.115
Board of directors: Number and qualifications. 78.120
Board of directors: General powers. 78.125
Committees of board of directors: Designation 78.130
Officers of corporation: Selection 78.135
Authority of directors and representatives of corporation. 78.138
Directors and officers: Fiduciary duties 78.139
Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation. 78.140
Restrictions on transactions involving interested directors or officers 78.150
Filing requirements 78.152
List or statement to be maintained at principal office or with custodian of records 78.153
Additional filing requirements for certain corporations: Criteria 78.155
Certificate of authorization to transact business. 78.170
Defaulting corporations: Identification 78.175
Defaulting corporations: Duties of Secretary of State 78.180
Defaulting corporations: Conditions and procedure for reinstatement. 78.185
Defaulting corporations: Reinstatement or revival under old or new name 78.191
“Distribution” defined. 78.195
Issuance of more than one class or series of stock 78.196
Required and authorized classes or series of stock 78.197
Rights of persons holding obligations of corporation. 78.200
Rights or options to purchase stock. 78.205
Fractions of shares: Issuance 78.207
Change in number of authorized shares of class or series: Resolution by board of directors 78.209
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change 78.211
Consideration for shares: Authority of board of directors 78.215
Issuance of shares for consideration or as share dividend. 78.220
Subscriptions for corporate shares: Payment 78.225
Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. 78.230
Liability of holder of stock as collateral security 78.235
Stock certificates: Validation 78.240
Shares of stock are personal property 78.242
Restrictions on transfer of stock and on amount of stock owned by person or group of persons. 78.245
Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations 78.250
Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements 78.257
Right of stockholders to inspect, copy and audit financial records 78.265
Preemptive rights of stockholders in corporations organized before October 1, 1991. 78.267
Preemptive rights of stockholders in corporations organized on or after October 1, 1991. 78.275
Assessments on stock: Levy and collection 78.280
Purchase by corporation of its own stock at assessment sale when no other available purchaser. 78.283
Treasury shares: Definition 78.0285
Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology. 78.288
Distributions to stockholders. 78.0295
Correction of inaccurate or defective record filed with the Secretary of State 78.0296
Ratification or validation of noncompliant corporate acts. 78.0297
Corporate records: Manner of storage 78.0298
Records or signatures maintained by corporation. 78.300
Liability of directors for unlawful distributions. 78.307
“Investment company” and “open-end investment company” defined 78.310
Stockholders’ and directors’ meetings: Location 78.315
Directors’ meetings: Quorum 78.320
Stockholders’ meetings: Quorum 78.325
Actions at meetings not regularly called: Ratification and approval. 78.330
Directors: Election 78.335
Directors: Removal 78.340
Failure to hold election of directors on regular day does not dissolve corporation. 78.345
Election of directors by order of court upon failure of regular election. 78.347
Application by stockholder for order of court appointing custodian or receiver 78.350
Voting rights of stockholders 78.352
Voting rights: Persons holding stock in fiduciary capacity 78.355
Stockholders’ proxies. 78.360
Cumulative voting. 78.365
Voting trusts. 78.370
Notice to stockholders. 78.375
Waiver of notice or other communication. 78.378
Applicability 78.379
Voting rights of acquiring person 78.380
Amendment of articles before issuance of voting stock. 78.385
Scope of amendments. 78.390
Amendment of articles after issuance of stock: Procedure. 78.403
Restatement of articles. 78.411
Definitions. 78.412
“Affiliate” defined. 78.413
“Associate” defined. 78.414
“Beneficial owner” defined. 78.416
“Combination” defined. 78.417
“Common shares” defined. 78.418
“Control,” “controlling,” “controlled by” and “under common control with” defined 78.421
“Date of announcement” defined. 78.422
“Date of consummation” defined. 78.423
“Interested stockholder” defined. 78.424
“Market value” defined. 78.426
“Preferred shares” defined. 78.427
“Resident domestic corporation” defined. 78.428
“Securities Exchange Act” defined. 78.429
“Share” defined. 78.431
“Subsidiary” defined. 78.432
“Voting shares” defined. 78.433
Applicability: Generally. 78.434
Applicability: Election not to be governed by provisions. 78.436
Applicability: Combination with inadvertent interested stockholder. 78.437
Applicability: Combination with interested stockholder as of certain date. 78.438
Combination prohibited within 2 years after stockholder becomes interested 78.439
Authorized combinations: General requirements. 78.441
Authorized combinations: Consideration to be received by disinterested holders of common shares. 78.442
Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. 78.443
Authorized combinations: Required form and distribution of consideration. 78.444
Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. 78.565
Sale, lease or exchange of assets: Authority 78.570
Sale of property and franchise under decree of court. 78.573
Dissolution of corporation whose charter has been revoked without additional fees and penalties 78.575
Procedure for dissolution before payment of capital and beginning of business. 78.580
Procedure for dissolution after beginning of business. 78.585
Continuation of corporation after dissolution for winding up and liquidating its business and affairs 78.590
Trustees of dissolved corporation: Powers of directors. 78.597
Liability of stockholders of dissolved corporation. 78.600
Trustees or receivers for dissolved corporations: Appointment 78.605
Jurisdiction of district court. 78.610
Duties of trustees or receivers 78.615
Abatement of pending actions 78.620
Dissolution or forfeiture of charter by decree of court 78.622
Reorganization under federal law: Powers of corporation. 78.630
Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee 78.635
Appointment of receiver or trustee of insolvent corporation: Powers. 78.640
Property and privileges of insolvent corporation vest in appointed receiver. 78.645
Corporation may resume control upon payment of debts and receipt of capital to conduct business 78.650
Stockholders’ application for injunction and appointment of receiver when corporation mismanaged. 78.655
Reorganization of corporation by majority of stockholders during receivership. 78.660
Powers of district court. 78.665
Receiver to take possession of corporate assets upon court order. 78.670
Inventory, list of debts and reports by receiver. 78.675
Creditors’ proofs of claims 78.680
Creditors’ claims to be in writing under oath 78.685
Action on creditors’ claims 78.695
Substitution of receiver as party 78.700
Sales of encumbered or deteriorating property. 78.705
Compensation, costs and expenses of receiver. 78.710
Distribution of money to creditors and stockholders. 78.715
Acts of majority of receivers effectual 78.720
Employees’ liens for wages when corporation insolvent. 78.725
Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter. 78.730
Renewal or revival: Procedure 78.740
Renewal or revival: Status of corporation. 78.745
Action against stockholder for unpaid subscriptions 78.746
Action against stockholder by judgment creditor 78.747
Liability of another person for debt or liability of corporation. 78.750
Service of process on corporations. 78.751
Mandatory indemnification of directors, officers, employees and agents 78.752
Insurance and other financial arrangements against liability of directors, officers, employees and agents. 78.755
Duties: Collection of fees 78.760
Filing fees: Articles of incorporation. 78.765
Filing fees: Certificate changing number of authorized shares 78.767
Filing fees: Certificates of restated articles of incorporation. 78.780
Filing fee: Certificate of dissolution. 78.785
Miscellaneous fees. 78.1955
Establishment of matters regarding class or series of stock by certificate of designation. 78.2055
Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors 78.3781
Definitions. 78.3782
“Acquiring person” defined. 78.3783
“Acquisition” defined. 78.3784
“Control shares” defined. 78.3785
“Controlling interest” defined. 78.3786
“Fair value” defined. 78.3787
“Interested stockholder” defined. 78.3788
“Issuing corporation” defined. 78.3789
Delivery of offeror’s statement by acquiring person 78.3791
Approval of voting rights of acquiring person. 78.3792
Redemption of control shares. 78.3793
Rights of dissenting stockholders. 78.4265
“Publicly traded corporation” defined. 78.7502
Discretionary indemnification of directors, officers, employees and agents: General provisions.
Last Updated

Jun. 24, 2021

§ 78.751’s source at nv​.us