NRS 92A.490
Legal proceeding to determine fair value: Duties of subject corporation

  • powers of court
  • rights of dissenter.

1.

If a demand for payment pursuant to NRS 92A.480 remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus interest.

2.

A subject corporation shall commence the proceeding in the district court of the county where its principal office is located in this State. If the principal office of the subject corporation is not located in this State, the right to dissent arose from a merger, conversion or exchange and the principal office of the surviving entity, resulting entity or the entity whose shares were acquired, whichever is applicable, is located in this State, it shall commence the proceeding in the county where the principal office of the surviving entity, resulting entity or the entity whose shares were acquired is located. In all other cases, if the principal office of the subject corporation is not located in this State, the subject corporation shall commence the proceeding in the district court in the county in which the corporation’s registered office is located.

3.

The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

4.

The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

5.

Each dissenter who is made a party to the proceeding is entitled to a judgment:

(a)

For the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by the subject corporation; or

(b)

For the fair value, plus accrued interest, of the dissenter’s after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.

Source: Section 92A.490 — Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec490.

92A.300
Definitions.
92A.305
“Beneficial stockholder” defined.
92A.310
“Corporate action” defined.
92A.315
“Dissenter” defined.
92A.320
“Fair value” defined.
92A.325
“Stockholder” defined.
92A.330
“Stockholder of record” defined.
92A.335
“Subject corporation” defined.
92A.340
Computation of interest.
92A.350
Rights of dissenting partner of domestic limited partnership.
92A.360
Rights of dissenting member of domestic limited-liability company.
92A.370
Rights of dissenting member of domestic nonprofit corporation.
92A.380
Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.
92A.390
Limitations on right of dissent: Stockholders of certain classes or series
92A.400
Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder
92A.410
Notification of stockholders regarding right of dissent.
92A.420
Prerequisites to demand for payment for shares.
92A.430
Dissenter’s notice: Delivery to stockholders entitled to assert rights
92A.440
Demand for payment and deposit of certificates
92A.450
Uncertificated shares: Authority to restrict transfer after demand for payment.
92A.460
Payment for shares: General requirements.
92A.470
Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements.
92A.480
Dissenter’s estimate of fair value: Notification of subject corporation
92A.490
Legal proceeding to determine fair value: Duties of subject corporation
92A.500
Assessment of costs and fees in certain legal proceedings.
Last Updated

Jun. 24, 2021

§ 92A.490’s source at nv​.us