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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.

© 2010-2020 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume X, Number 85


About this Author

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

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...