NRS 92A.380 Right of stockholder to dissent fr

NRS 92A.380 Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

http://www.leg.state.nv.us/NRS/NRS-092a.html#NRS092ASec380

NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

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1.  There is no right of dissent with respect to a plan of merger, conversion or exchange in favor of stockholders of any class or series which is:
(a) A covered security under section 18(b)(1)(A) or ( of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or ( , as amended;
(b) Traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares; or
(c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, 15 U.S.C. §§ 80a-1 et seq., as amended, and which may be redeemed at the option of the holder at net asset value,
Ê unless the articles of incorporation of the corporation issuing the class or series or the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provide otherwise.
2.  The applicability of subsection 1 must be determined as of:
(a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the corporate action requiring dissenter’s rights; or
(b) The day before the effective date of such corporate action if there is no meeting of stockholders.
3.  Subsection 1 is not applicable and dissenter’s rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action requiring dissenter’s rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection 1 at the time the corporate action becomes effective.
4.  There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130.
5.  There is no right of dissent for any holders of stock of the parent domestic corporation if the plan of merger does not require action of the stockholders of the parent domestic corporation under NRS 92A.180.
(Added to NRS by 1995, 2088; A 2009, 1722; 2013, 1285)

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http://www.leg.state.nv.us/NRS/NRS-092a.html#NRS092ASec390

NRS 92A.130 Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.

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1.  Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if:
(a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger;
(b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger;
(c) The number of voting shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and
(d) The number of participating shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of participating shares outstanding immediately before the merger.
2.  As used in this section:
(a) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.
(b) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.
(Added to NRS by 1995, 2082; A 2011, 2813)

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http://www.leg.state.nv.us/NRS/NRS-092a.html#NRS092ASec130

NRS 92A.140 Approval of plan of merger, conversion or exchange for domestic limited partnership.

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1.  Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger, conversion or exchange involving a domestic limited partnership must be approved by all general partners and by limited partners who own a majority in interest of the partnership then owned by all the limited partners. If the partnership has more than one class of limited partners, the plan of merger, conversion or exchange must be approved by those limited partners who own a majority in interest of the partnership then owned by the limited partners in each class.
2.  For the purposes of this section, “majority in interest of the partnership” means a majority of the interests in capital and profits of the limited partners of a domestic limited partnership which:
(a) In the case of capital, is determined as of the date of the approval of the plan of merger, conversion or exchange.
(b) In the case of profits, is based on any reasonable estimate of profits for the period beginning on the date of the approval of the plan of merger, conversion or exchange and ending on the anticipated date of the termination of the domestic limited partnership, including any present or future division of profits distributed pursuant to the partnership agreement.
3.  If any partner of a domestic limited partnership, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the partner will be the owner of an owner’s interest in the resulting entity, then that partner must also approve the plan of conversion.
(Added to NRS by 1995, 2082; A 1997, 727; 2001, 1409, 3199)

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NRS 92A.165 Approval of plan of merger, conversion or exchange for domestic business trust.  

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Unless otherwise provided in the certificate of trust or governing instrument of a domestic business trust, a plan of merger, conversion or exchange must be approved by all the trustees and beneficial owners of each domestic business trust that is a constituent entity in the merger.
(Added to NRS by 1999, 1626; A 2001, 1409, 3199; 2003, 3183)

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NRS 92A.170 Abandonment of planned merger, conversion or exchange before filing of articles.  

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After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger, conversion or exchange or, if none is set forth, in the case of:
1.  A domestic corporation, whether or not for profit, by the board of directors;
2.  A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners;
3.  A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest in the current profits of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest in the current profits of the company then owned by the members in each class;
4.  A domestic business trust, unless otherwise provided in the certificate of trust or governing instrument, by all the trustees;
5.  A domestic general partnership, unless otherwise provided in the partnership agreement, by all the partners; and
6.  A nonprofit cooperative corporation, unless otherwise provided in the articles of incorporation, by the board of directors.
(Added to NRS by 1995, 2083; A 1999, 1627; 2001, 1409, 3199; 2013, 774)

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NRS 92A.175 Termination of planned merger, conversion or exchange after filing of articles.  

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After a merger, conversion or exchange is approved, at any time after the articles of merger, conversion or exchange are filed but before an effective date specified in the articles which is later than the date of filing the articles, the planned merger, conversion or exchange may be terminated in accordance with a procedure set forth in the plan of merger, conversion or exchange by filing articles of termination pursuant to the provisions of NRS 92A.240.
(Added to NRS by 1999, 1626; A 2001, 1410, 3199)

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If the broker-dealer fails to deliver for 13 days, the regulation imposes a “close out” duty to purchase and deliver securities “of like kind and quantity.”

https://www.bloomberg.com/opinion/articles/20...ify%20wall

https://www.scotusblog.com/case-files/cases/m...v-manning/

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