NRS 78.046 Authorization of forum selection provisions in articles or bylaws; authorization for articles to waive trial by jury for certain internal actions.

557 words·~3 min read·/nv/chapter-78-private-corporations/78-046·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that any, all or certain:

(a)Concurrent jurisdiction actions must be brought solely or exclusively in the court or courts specified in the requirement; and

(b)Internal actions must be brought solely or exclusively in the court or courts specified in the requirement, which must include at least one court in this State.

2. Unless otherwise expressly set forth in the articles of incorporation or bylaws, any requirement described in subsection 1 must not be interpreted as prohibiting any corporation from consenting, or requiring any corporation to consent, to any alternative forum in any instance.

3. The provisions of this section do not create or authorize any cause of action against a corporation, its directors or officers or any controlling stockholder.

4. The articles of incorporation of a corporation may require, to the extent not inconsistent with any applicable laws of the United States, that any, all or certain internal actions to be tried in any court of this State must be tried before the presiding judge as the trier of fact and not before a jury. Upon and during its effectiveness, any such requirement must conclusively operate as a waiver of the right to trial by jury by each party to any internal action to which such requirement applies. Nothing in this section or any such requirement shall be construed as to limit or otherwise affect any right to a jury trial in any action, suit or proceeding that is not an internal action.

5. As used in this section:

(a)“Concurrent jurisdiction action” means any action, suit or proceeding against the corporation or any of its directors or officers, that:

(1)Asserts a cause of action under the laws of the United States;

(2)Could be properly commenced in either a federal forum or a forum of this State or any other state; and

(3)Is brought by or in the name or on behalf of:

(I)The corporation;

(II)Any stockholder of the corporation; or

(III)Any subscriber for, or purchaser or offeree of, any shares or other securities of the corporation.

(b)“Controlling stockholder” has the meaning ascribed to it in NRS 78.240 .

(c)“Court” means any court of:

(1)This State, including, without limitation, those courts in any county having a business court, as that term is defined in NRS 13.050 ;

(2)A state other than this State; or

(3)The United States.

(d)“Internal action” means any action, suit or proceeding:

(1)Brought in the name or right of the corporation or on its behalf, including, without limitation, any action subject to NRS 41.520 ;

(2)For or based upon any breach of any fiduciary duty owed by any director, officer or controlling stockholder of the corporation in such capacity; or

(3)Arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary thereof.