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August 17, 2017

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Nevada Cracks Down On “Nominee” Directors And Officers

Over the years, some have promoted the use of so-called “nominee” directors and officers as a means to hide the ownership and control of a corporation.  As I mentioned yesterday, the U.S. government has become increasingly focused on the use of corporations as a means of money laundering or even terrorism.  This year Nevada enacted legislation that will purportedly crack down on the use of straw persons.  Among a great deal of other things, SB 60, amends NRS 78.150 to require that the annual list filed by corporations include a declaration under penalty of perjury that “None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.”  Similar amendments have been made to the statute, NRS 80.110, governing annual filings by foreign corporations.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...

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