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Corporate Governance
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Acquiring Person
Acquiring person means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. The term does not include any person who, in the ordinary course of business and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive, acquires voting shares for the benefit of others, in respect of which he is not specifically authorized to exercise or direct the exercise of voting rights.
Source: Nevada Statutes Chapter 78.3782 (Private Corporations)
Acquisition
1. Except as otherwise provided in subsection 2, "acquisition" means the direct or indirect acquisition of a controlling interest. 2. "Acquisition" does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive: (a) by an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interst greater than that previously authorized; or (b) Pursuant to: (1) the laws of descent and distribution; (2) the enforcement of a judgment; (3) the satisfaction of a pledge or other security interest; or (4) a merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A240, inclusive, or 92A270 to which the issuing corporation is a party.
Source: Nevada Statutes Chapter 78.3783 (Private Corporations)
Business Judgment Rule
Is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.
Controlling Interest
"Controlling interest" means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise: 1. one-fifth or more but les than one-third; 2. one-third or more but less than a majority; or 3. a majority or more; of all the voting power of the corporation in the election of directors.
Source: Nevada Statutes Chapter 78.3785 (Private Corporations)
Control Shares
"Control shares" means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person: 1. acquire in an acquisition or offer to acquire in an acquisition; and 2. acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person.
Source: Nevada Statutes Chapter 78.3784 (Private Corporations)
Fair Value
"Fair value" means a value not less than the highest price per share paid by the acquiring person in an acquisition.
Source: Nevada Statutes Chapter 78.3786 (Private Corporations).
Interested Stockholder
"Interested Stockholder" means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is 1. an acquiring person; 2. an officer or a director of the corporation; or 3. an emloyee of the corporation.
Source: Nevada Statutes Chapter 78.3787 (Private Corporations).
Issuing Corporation
"Issuing corporation" means a corporation which is organized in this State and which: 1. has 200 or more stockholders or record, at least 100 of whom have addresses in this State appearing on the stock ledger of the corporation; and 2. does business in this State directly or through an affiliated corporation.
Source: Nevada Statutes Chapter 78.3788 (Private Corporations).
