February 8, 2023

Volume XIII, Number 39

Advertisement

February 07, 2023

Subscribe to Latest Legal News and Analysis

February 06, 2023

Subscribe to Latest Legal News and Analysis
Advertisement

Update on Virtual Meetings of Stockholders of Nevada Corporations

Four years ago, I wrote about whether it is possible for a Nevada corporation to hold a virtual only meeting of shareholders.  After explaining the various legislative changes over the years, I concluded:

"The result is that no special provision need be made in either the articles of incorporation or bylaws for a Nevada corporation to hold a virtual stockholder meeting, but the meeting may not be solely virtual unless the articles of incorporation or bylaws so permit."

I do not know whether members of the Nevada legislature read this blog, but the legislature amended the statute last year as follows:

"[If authorized in] Unless otherwise restricted by the articles of incorporation or bylaws, a meeting of stockholders may be held solely by remote communication pursuant to subsection 4.

Stats. Nev. 2019, ch. 19, § 10 (AB 207).  As a result, virtual meetings are now authorized unless restricted by the articles of incorporation or bylaws.  However two requirements pertain to a virtual meeting of stockholders, whether it is entirely virtual or only partially so.  These are set forth in NRS 78.320(4) which requires the corporation to implement reasonable measures to:

  • Verify the identity of each person participating through such means as a stockholder; and

  • Provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume X, Number 85
Advertisement
Advertisement
Advertisement

About this Author

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

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
Advertisement
Advertisement
Advertisement