DISSENTERS' RIGHTS - XXXXXX ANNEX II
11-12-91
NEVADA General Corporation Law Corp.-73
78.480 DOMESTIC AND FOREIGN CORPORATIONS: AGREEMENT FOR MERGER OR
CONSOLIDATION.-(Repealed by Xx. 000, X.'00, eff. 10-1-91.)
Prior to its repeal by Ch. 442. L. '91. eff. 10-1-91, this section read as
follows: "1. All the constituent corporations must enter into an agreement in
writing which must prescribe:
(a) The terms and conditions of the merger or consolidation.
(b) The mode of carrying the merger or consolidation into effect.
(c) The manner of converting the shares of each of the constituent
corporations into shares or other securities of the corporation surviving or
resulting from the merger or consolidation and the other consideration which the
holders of shares in the constituent corporations may receive in exchange for,
or upon the conversion of, those shares, or the certificates evidencing them
which may be in addition to or in lieu of shares or other securities of the
surviving or consolidated corporation.
(d) Such other details and provisions as are deemed necessary or proper,
including, without limitation, any of the provisions permitted by NRS 78.455.
78.460 and 78.465.
2. The agreement must also set forth such other facts as are required in
certificates of incorporation by the laws of the state or foreign country, which
are stated in the agreement to be the laws that govern the surviving or
consolidated corporation and that can be stated in the case of a consolidation
or merger.
3. If the agreement is for a merger and the surviving corporation is a
corporation organized under the laws of this state. the agreement must state any
matters with respect to which the certificate or articles of incorporation of
the surviving corporation are to be amended, and the certificate or articles of
incorporation shall be deemed to be amended accordingly upon the effective date
of the merger.
4. If the agreement is for a consolidation and the consolidated corporation
is to be governed by the laws of this state, the agreement must state the
matters required or permitted by NRS 78.035 to be set forth in a certificate or
articles of incorporation, and such statements shall be deemed to be the
certificate or articles of incorporation of the consolidated corporation upon
the effective date of the consolidation."
[Dissenters' Rights]
78.481 [STOCKHOLDER'S RIGHT TO DISSENT AND OBTAIN PAYMENT: CONDITIONS;
CHALLENGE OF ACTION].-1. Except as otherwise provided in NRS 78.482, a
stockholder is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of, any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party:
(1) If approval by the stockholders is required for the merger by section
11 of this act or the articles of incorporation and the stockholder is entitled
to vote on the merger; or
(2) If the corporation is a subsidiary and is merged with its parent under
NRS 78.457.
(b) Consummation of a plan of exchange to which the corporation is a party
as the corporation whose shares will be acquired, if the stockholder is entitled
to vote on the plan.
(c) Any corporate action taken pursuant to a vote of the stockholders to
the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting stockholders are entitled
to dissent and obtain payment for their shares.
74-Corp. NEVADA General Corporation Law 11-12-91
2. A stockholder who is entitled to dissent and obtain payment under NRS
78.471 to 78.502 may not challenge the corporate action creating his entitlement
unless the action is unlawful or fraudulent with respect to the stockholder or
the corporation. (Added by Ch. 442, L. '91, eff. 10-1-91.)
78.4,92 [RIGHT TO DISSENT WITH RESPECT TO PLAN OF MERGER OR SHARE
EXCHANGE].-There is no right of dissent with respect to a plan of merger or
exchange in favor of holders of shares of any class or series which, at the
record date fixed to determine the stockholders entitled to receive notice of
and to vote at the meeting at which the plan of merger or exchange is to be
acted on, were either listed on a national securities exchange or held by at
least 2,000 stockholders of record, unless in either case:
1. The articles of incorporation of the corporation issuing the shares
provide otherwise; or
2. The holders of the class or series are required under the plan of merger
or exchange to accept for such shares anything except:
(a) Cash, shares or shares and cash in lieu of fractional shares of:
(1) The surviving or acquiring corporation; or
(2) Any other corporation which, at the effective date of the plan of
merger or exchange. were either listed on a national securities exchange or held
of record by at least 2,000 stockholders of record; or
(b) A combination of cash and shares of the kind described in subparagraphs
(1) and (2) of paragraph (a). (Added by Ch.442, L.'91, eff. 10-1-91.)
78.483 [ASSERTING DISSENTER'S RIGHTS].-1. A stockholder of record may
assert dissenter's rights as to fewer than all of the shares registered in his
name only if he dissents with respect to all shares beneficially owned by any
one person and notifies the corporation in writing of the name and address of
each person on whose behalf he asserts dissenter's rights. The rights of a
partial dissenter under this subsection are determined as if the shares as to
which he dissents and his other shares were registered in the names of different
stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares held
on his behalf only if:
(a) He submits to the corporation the written consent of the stockholder of
record to the dissent not later than the time the beneficial stockholder asserts
dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote. (Added by Ch.442.
L.'91, eff.10-1-91.)
78.485 DOMESTIC AND FOREIGN CORPORATIONS: APPROVAL OF AGREEMENT.-Repealed
by Xx. 000, X.'00, eff. 10-1-91.)
---
Prior to its repeal by Ch. 442. L. 91. eff. 10-1-91, this section read as
follows: "1. The agreement must be authorized, adopted, approved, signed and
acknowledged by each of the constituent corporations in accordance with the laws
under which it is formed, and, in the case of a corporation organized under the
laws of this state, in the manner provided in NRS 78.455, 78.46O, 78.465 and
78.470.
11-12-91 NEVADA General Corporation Law Corp.-75
2. The agreement so authorized, adopted, approved, signed and acknowledged
must be filed in the office of the secretary of state and shall be deemed to be
the agreement and act or merger or consolidation of the constituent corporations
for all purposes of the laws of this state. Unless a later effective date is
specified in the agreement, the merger or consolidation shall be deemed to be
effective when the agreement is filed. The effective date must be more than 90
days after the agreement is filed.
3. A certified copy of the agreement is prima facie evidence of the
performance of all conditions precedent to the merger or consolidation, and of
the continued existence of the surviving corporation or of the creation and
existence of the consolidated corporation."
78.486 DOMESTIC AND FOREIGN CORPORATIONS: SIMPLIFIED MERGER; OWNERSHIP OF
90 PERCENT OF OUTSTANDING STOCK BY PARENT CORPORATION.-Repealed by Ch.442.
L.'91, eff. 10-1-91.)
---
Prior to its repeal by Ch. 442, L. '91, eff. 10-1-91, this section read as
follows: "1. If at least 90 percent of the outstanding shares of each class of
the stock of a corporation or corporations is owned by another corporation, and
one of the corporations is a corporation of this state and the other or others
are corporations of this state or are organized under the laws of a jurisdiction
whose laws permit such a merger, whether or not the jurisdiction is one of the
United States, the corporation having such stock ownership may either merge the
other corporation or corporations into itself and assume all of its or their
obligations, or merge itself, or itself and one or more of the other
corporations, into one of the other corporations by filing with the secretary of
state a certificate of such ownership and merger, setting forth a copy of the
resolution of its board of directors to merge and the date of the adoption
thereof. Unless a later effective date is specified in the certificate, the
merger or consolidation shall be deemed to be effective when the certificate is
filed. The effective date must not be more than 90 days after the certificate is
filed. The certificate must be signed by its president or a vice-president and
its secretary or treasurer, and acknowledged in the manner prescribed by NRS
111.270.
2. If any of the corporation is organized under the laws of a jurisdiction
other than one of the United States or the District of Columbia, it is a further
condition of merger under this section that the surviving corporation be a
corporation of this state.
3. If the parent corporation does not own all the outstanding stock of all
the subsidiary corporations which are parties to a merger pursuant to this
section, the resolution of the board of directors of the parent corporation must
state the terms and conditions of the merger, including the securities, cash or
other property to be issued, paid or delivered by the surviving corporation upon
surrender of each share of the subsidiary corporation or corporations not owned
by the parent corporation.
4. If the parent corporation is not the surviving corporation, the
resolution must include provisions for the pro rata issuance of stock of the
surviving corporation to the holders of the stock of the parent corporation or
surrender of any certificates therefor, and the certificate of ownership and
merger must state that the proposed merger has been approved by the holders of a
majority of the stock of the parent corporation at a meeting of its stockholders
called and held after 20 days' notice of the purpose of the meeting mailed to
each of its stockholders at his address as it appears on the records of the
corporation.
78-487 DOMESTIC AND FOREIGN CORPORATIONS: SIMPLIFIED MERGER; POWERS OF
SURVIVING NEVADA CORPORATION.-(Repealed by Ch. 442, L. '91, eff. 10-1-91.)
---
Prior to its repeal by Ch. 442. L.'91. eff. 10-1-91, this section read as
follows: "If the surviving corporation is a Nevada corporation:
1. It may change its corporate name by the inclusion of a provision to that
effect in the resolution of merger adopted by the directors of the parent
corporation and set forth in the certificate of ownership and merger. and upon
the effective date of the merger, the name of the corporation shall be so
changed.
Corp.-76 NEVADA General Corporation Law 11-12-91
2. The certificate of incorporation of the surviving corporate . on shall
automatically be amended to the extent, if any, that changes in its certificate
of incorporation are set forth in the certificate of ownership and merger."
78.488 DOMESTIC AND FOREIGN CORPORATIONS: SIMPLIFIED MERGER; APPROVAL OF
PUBLIC SERVICE COMMISSION OF NEVADA.-(Repealed by Ch. 442, L. '91, eff.
10-1-91.)
---
Prior to its repeal by Xx. 000, X.'00. eff. 10.1-91, this section read as
follows: "If the parent corporation is subject to the jurisdiction of the public
service commission of Nevada, the approval of the merger by the commission shall
be endorsed on or annexed to the certificate of ownership and merger before
filing."
78.490 DOMESTIC AND FOREIGN CORPORATIONS: SERVICE OF PROCESS IN NEVADA IN
CERTAIN PROCEEDINGS.-(Repealed by Xx. 000, X.'00, eff. 10-1-91.)
---
Prior to its repeal by Xx. 000, X.'00. eff. 10-1-91, this section read as
follows: "1. If the surviving or consolidated corporation will be governed by
the laws of a state other than this state or by the laws of a foreign country,
it must agree that it may be served with process in this state in any proceeding
for enforcement of any obligation of any constituent corporation organized and
existing, before the merger or consolidation, under the laws of this state,
including any amount fixed by appraisers or the district court pursuant to the
provisions of NRS 78.510, and must irrevocably appoint the secretary of state as
its agent to accept service of process in an action for the enforcement of
payment of any such obligation or any amount fixed by the appraisers, and must
specify the address to which a copy of the process may be mailed by the
secretary of state.
2. Service of such process must be made by personally delivering to and
leaving with the secretary of state duplicate copies of such process and the
payment of a fee of $1O for accepting and transmitting the process. The
secretary of state shall forthwith send by registered mail one of the copies to
the surviving or consolidated corporation at its specified address, unless the
surviving or consolidated corporation has designated in writing to the secretary
of state a different address for that purpose, in which case it must be mailed
to the last address so designated."
Decision Under Prior Law
.1 Registered mail.-Where federal statute required giving of notice by
registered mail and notice was given by ordinary mail, notice was sufficient;
statute "was intended to be highly remedial," hence was "to be construed
liberally." Xxxxxxxx Eng & Const Co v US, 311 US 15 (1940).
78.491 [DISSENTERS' RIGHTS: NOTICE OF STOCKHOLDERS' MEETING; PROPOSED
CORPORATE ACTION TO CREATE RIGHTS].-1.If the proposed corporate action creating
dissenters' rights is submitted to a vote at a stockholders' meeting, the notice
of the meeting must state that stockholders are or may be entitled assert
dissenters' rights under NRS 78.471 to 78.502, inclusive, and be accompanied by
a copy of those sections.
2. If the corporate action creating dissenters' rights is taken without a
vote of the stockholders, the corporation shall notify in writing all
stockholders entitled to assert dissenters' rights that the action was taken and
send them the dissenter's notice described in NRS 78.4%)3. (Added by Ch. 442, L.
'91. eff. 10-1-91.)
11-12-91 NEVADA General Corporation Law Corp.-77
78.492 [DISSENTERS' RIGHTS: NOTICE OF STOCKHOLDER'S MEETING; WRITTEN NOTICE
OF INTENT TO DEMAND PAYMENT OF SHARES].-1. If the proposed corporate action
creating dissenters' rights is submitted to a vote at a stockholders' meeting, a
stockholder who wishes to asset dissenter's rights;
(a) Must deliver to the corporation, before the vote is taken, written
notice of his intention to demand payment for his shares if the proposed action
if effectuated;
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1 is
not entitled to payment for his shares under this chapter. (Added by Ch. 442, L.
'91, eff. 10-1-91.)
78.493 [DISSENTERS' NOTICE: STOCKHOLDERS WHO SATISFIED REQUIREMENTS TO
ASSERT RIGHTS].-1. If the proposed corporate action creating dissenter=s rights
is authorized at a stockholder's meeting, the corporation shall deliver a
written dissenter's notice to all stockholders who satisfied the requirements to
assert those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates for certificated shares must be deposited;
(b) Inform the holders of uncertificated shares as to what extent the
transfer of the shares will be restricted after the demand for payment is
received;
(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed corporate action requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered; and
(e) Be accompanied by a copy of NRS 78.471 to 78.502, inclusive. (Added by
Ch. 442, L. '91, eff. 10-1-91.)
78.494 [DISSENTERS' NOTICE: DEMAND PAYMENT; DEPOSIT OF DISSENTER'S
CERTIFICATES].-1. A stockholder to whom a dissenter's notice was sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the shares before
the date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates in accordance with the terms of the notice.
2. The stockholder who demands payment and deposits his certificates where
required, each by the date set forth in the dissenter's notice, is not entitled
to payment for his shares under NRS 78.471 to 78.502, inclusive. (Added by Ch.
442, L. '91, eff. 10-1-91.)
78.495 STATUS, RIGHTS, LIABILITIES AND PRIVILEGES OF SURVIVING OR
CONSOLIDATED CORPORATIONS FOLLOWING MERGER OR CONSOLIDATION.-(Repealed by Ch.
442, L. '91, eff. 10-1-91.)
11-12-91 NEVADA General Corporation Law Corp.-77
---
Prior to its repeal by Ch. 442, L. '91, eff. 10-1-91, this section read as
follows: "1. When an agreement of merger or consolidation, or a certificate of
ownership and merger, has been signed, acknowledged and filed, as required by
this chapter, and the merger or consolidation has become effective, for all
purposes of the laws of this state the separate existence of all the constituent
corporations, except that of the surviving corporation in case of merger,
ceases, and the constituent corporations thereupon merge into the surviving
corporation, in case of merger, ceases, and the constituent corporations
thereupon merge into the surviving corporation, in the case of merger, or become
the consolidated corporation, in the case of consolidation, and possess all the
rights, privileges, powers and franchises as well of a public as of a private
nature, and are subject to all the restrictions, disabilities and duties of each
of the constituent corporations so merged or consolidated, and all and singular,
the rights, privileges, powers and franchise of each of the constituent
corporations, and all property, real, personal and mixed, and all debts due to
any of the constituent corporations on whatever account, as well for stock
subscriptions as all other things or belongings to each of the constituent
corporations, are vested in the surviving or consolidated corporation.
2. All property, rights, privileges, powers and franchises, and every other
interest is thereafter as effectually the property of the surviving or
consolidated corporation as they were of the several and respective constituent
corporations, and the title to any real or personal property, whether by deed or
otherwise, vested in any of the respective constituent corporations, and the
title to any real or personal property, whether by deed or otherwise, vested in
any of the constituent corporations, does not revert or is in any way impaired
by reason of the merger or consolidation, except:
(a) That all rights of creditors and all liens upon any property of any of
the constituent corporations are preserved unimpaired, limited in lien to the
property affected by such liens immediately before the time of the merger or
consolidation, and all debts, liabilities and duties of the respective
constituent corporations thenceforth attach by the surviving or consolidated
corporation and may be enforced against it to the same extent as if the debts,
liabilities and duties had been incurred or contracted by it; and
(b) That the directors of any or all of the constituent corporations may,
in their discretion, abandon the merger or consolidation subject to the right of
third parties under any contracts relating thereto, without further action or
approval by the stockholders of their respective corporation or corporations, at
anytime before the merger or consolidation becomes effective as provided by the
laws of the states governing the respective constituent corporations and the
surviving or consolidated corporations."
Decision Under Prior Law
.1 Debts of selling corporation.-Corporation buying assets of another
corporation is not liable for debts of seller, when (1) purchaser does not
expressly or impliedly agree to assume such debts; (2) transaction is not
consolidation or merger; (3)purchasing corporation is not continuation of
selling corporation; and (4) transaction is not fraudulently made to escape
liability for such debts. Lamp v Xxxxx Corp, 454 P2d 24 (1969).
78.496 [RESTRICTION ON TRANSFER OF UNCERTIFICATED SHARES].-1. The
corporation may restrict the transfer of uncertificated shares from the date the
demand for their payment is received.
2. The person for whom dissenter's rights are asserted as to uncertificated
rights retains all other rights of a stockholder until those rights are canceled
or modified by the taking of the proposed corporate action. (Added by Ch. 442,
L. '91, eff. 10-1-91.)
78.497 [PAYMENT TO DISSENTER AFTER RECEIPT OF DEMAND FOR PAYMENT OF AMOUNT
ESTIMATED TO BE FAIR VALUE OF SHARES].-1. Except as otherwise provided in NRS
78.498, within 30 days after receipt of a demand for payment, the corporation
shall pay each dissenter who complied with NRS 78.494 the amount the corporation
estimates to be the fair value of his shares, plus accrued interest. The
obligation of the corporation under this subsection may be enforced by the
district court;
Corp.-78 NEVADA General Corporation Law 11-12-91
(a) Of the county where the corporation's registered office is located; or
(b) At the election of any dissenter residing or having its registered
office in Nevada, of the county where the dissenter resides or has its
registered office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of payment, a statement of income for
that year, a statement of changes in the stockholders' equity for that year, and
the latest available interim financial statements, if any;
(b) A statement of the corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter=s rights to demand payment under NRS
78.499; and
(e) A copy of NRS 78.471 to 78.502, inclusive. (Added by Ch. 442, L. '91,
eff. 10-1-91.)
78.498 [ELECTION BY CORPORATION TO WITHHOLD PAYMENT FROM A DISSENTER].-1. A
corporation may elect to withhold payment from a dissenter unless he was the
beneficial owner of the shares before the date set forth in the dissenter=s
notice as the date of the first announcement to the news media or to the
stockholders of the terms of the proposed corporate action.
2. To the extent the corporation elects to withhold payment, after taking
the proposed corporate action, it shall estimate the fair value of the shares,
plus accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The corporation shall
send with its offer a statement of its estimate of the fair value of the stares,
an explanation of how the interest was calculated, and a statement of the
dissenters' right to demand payment pursuant to NRS 78.499. (Added by Ch. 442,
L. '91, eff. 10-1-91.)
78.499 [WRITTEN NOTIFICATION OF DISSENTER TO CORPORATION OF DISSENTER'S
ESTIMATE OF FAIR VALUE OF HIS SHARES; WAIVER OF RIGHT TO DEMAND PAYMENT].-1. A
dissenter may notify the corporation in writing of his own estimate of the fair
value of his shares and the amount of interest due, and demand payment of his
estimate, less any payment pursuant to NRS 78.497, or reject the corporation's
offer pursuant to NRS 78.498 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant to NRS 78.497 or
offered pursuant to NRS 78.498 is less than the fair value of his shares or that
the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the corporation of his demand in writing within 30 days after
the corporation made or offered payments for his shares. (Added by Ch. 442, L.
'91, eff. 10-1-91.)
78.500 POWER OF DIRECTORS AND OFFICERS OF CONSTITUENT CORPORATIONS TO
EXECUTE NECESSARY INSTRUMENTS OF TITLE AFTER MERGER OR CONSOLIDATION.-(Repealed
by Ch. 442, L. '91, eff. 10-1-91.)
---
Prior to its repeal by Ch. 442, L. '91, eff. 10-1-91, this section read as
follows: AIf at any time the surviving or consolidated corporation shall deem or
be advised that any further grants, assignments, confirmations or assurance are
necessary or desirable to vest or to perfect or confirm of record or otherwise
in such surviving or consolidated corporation the title to any property of any
constituent corporation, the officers or any of them and directors of such
constituent corporation may execute and deliver any and all such deeds,
assignments, confirmations and assurances and do all things necessary or proper
so as to best prove, confirm and ratify title to such property in the surviving
or consolidated corporation or to otherwise carry out the purposes of the merger
or consolidation and the terms of the agreement of merger or consolidation or
both. The surviving or consolidated corporation shall have the same power and
authority to act in respect to any debts, liabilities and duties of the
constituent corporations as the constituent corporations would have had, had
they continued in existence."
78.501 [DEMAND FOR PAYMENT; PROCEEDING; VENUE; PARTIES TO PROCEEDING;
JUDGMENT].-1. If a demand for payment remains unsettled, the corporation shall
commence a proceeding within 60 days after receiving the demand and petition the
court to determine the fair value of the shares and accrued interest. If the
corporation does not commence the proceeding within the 60 day-day period, it
shall pay each dissenter whose demand remains unsettled the amount demanded.
11-12-91 NEVADA General Corporation Law Corp.-79
2. A corporation shall commence the proceeding in the district court of the
county where a corporation's registered office is located. If the corporation is
a foreign corporation without a resident agent in the state, it shall commence
the proceeding in the county where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign corporation
was located.
3. The corporation shall make all dissenters, whether or not residents of
Nevada, whose demands remain unsettled, parties to the proceeding as in an
action against their shares. All parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired shares
for which the corporation elected to withhold payment pursuant to NRS 78.498.
(Added by Ch.442, L. '91, eff. 10-1-91.)
78.502 [PROCEEDING TO DETERMINE FAIR VALUE; ASSESSMENT OF COSTS, FEES AND
EXPENSES: EXCEPTIONS].-1. The court in a proceeding to determine fair value
shall determine all of the costs of the proceeding, including the reasonable
compensation and expenses of any appraisers appointed by the court. The court
shall assess the costs against the corporation, except that the court may assess
costs against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of all dissenters if the court
finds the corporation did not substantially comply with the requirements of NRS
78.491 to 78.499, inclusive: or
(b) Against either the corporation or a dissenter in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 78.471 to 78.502, inclusive.
3. If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated. and that the fees
for those services should not be assessed against the corporation, the court may
award to those counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefited.
4. In a proceeding commenced pursuant to subsection I of NRS 78.497, the
court may assess the costs against the corporation, except that the court may
assess costs against all or some of the dissenters who are parties to the
proceeding, in amounts the court finds equitable, to the extent the court finds
that such parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 78.501 or subsection I of NRS 78.497 from applying the
provisions of N.R.C.P. 68 or NRS 17.115. (Added by Ch.442, L.'91 eff. 10-1-91.)
