Nevada Article 13 — Dissenters' Rights is a legal provision that guarantees certain rights to shareholders in a Nevada corporation who dissent from specific corporate actions. This article is a crucial component of the Nevada Revised Statutes (NRS) which govern the incorporation and operation of businesses in the state of Nevada. The main objective of Nevada Article 13 — Dissenters' Rights is to provide protections and remedies for minority shareholders who oppose certain corporate actions, such as mergers, consolidations, share exchanges, or sales of substantially all the corporation's assets. When dissenting shareholders disagree with these significant corporate transactions, they have the rights to dissent and seek fair value for their shares. Under Nevada law, there are various types of dissenters' rights that fall under Article 13. These include the right to: 1. Dissenting from Mergers: Shareholders who disagree with a proposed merger may exercise their right to dissent under NRS 92A.300 to 92A.500. This allows them to demand fair value for their shares. 2. Dissenting from Share Exchanges: In the event of a share exchange where shareholders receive shares of another corporation in exchange for their stock, dissenting shareholders have the option to dissent and demand fair value as outlined in NRS 92A.300 to 92A.500. 3. Dissenting from Sales of Substantially All Assets: If a corporation decides to sell a significant portion of its assets, dissenting shareholders may exercise their rights under NRS 92A.400 to 92A.500. This empowers them to oppose the sale and demand fair value for their shares. 4. Dissenting from Conversion: In situations where a corporation plans to convert into another type of entity, such as a partnership, dissenting shareholders can dissent and demand fair value under NRS 92A.300 to 92A.500. Nevada Article 13 — Dissenters' Rights ensures that dissenting shareholders are not unfairly affected by corporate decisions that may impact the value of their investments. It affords them the opportunity to seek fair compensation for their shares, regardless of their minority status within the corporation. This legal provision plays a crucial role in reinforcing shareholder protections, promoting transparency, and upholding the principles of corporate governance in Nevada.
Nevada Article 13 - Dissenters' Rights
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