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🇺🇸 Legislation30 May 2025

Nevada amends its corporate law: controlling stockholder duties narrowed and jury trial waivers allowed

Nevada's Governor signed Assembly Bill 239 on 30 May 2025, with immediate effect. Stockholders generally owe no fiduciary duties, but a controlling stockholder must not use undue influence to induce directors or officers to breach their duties, with a presumption of compliance where disinterested directors approved the transaction. Nevada corporations can also put a jury trial waiver for internal disputes in their articles.

AB 239 came from the State Bar of Nevada's Business Law Section and passed the Senate unanimously on 21 May 2025. It followed Delaware's SB 21 and Texas's SB 29 in the competition for incorporations.

What changed
  • Controlling stockholders (NRS 78.240): stockholders owe no fiduciary duties to the corporation or other stockholders by default. A controlling stockholder, one with the voting power to elect a majority of directors, must not exert undue influence on a director or officer with the purpose and effect of inducing a breach of their fiduciary duties.
  • Safe harbour: a controlling stockholder is presumed not to have breached that duty where a committee of disinterested directors approved the transaction, or the board did on such a committee's recommendation.
  • Jury trial waivers (NRS 78.046): to the extent federal law allows, the articles can require that internal actions, such as derivative suits, fiduciary duty claims and disputes over the corporate statute or governing documents, are tried by a judge.
  • Other: changes on holding company reorganisations and on changes to authorised shares for public companies.
Who is affected

Nevada corporations, companies considering reincorporation, and their boards and controlling stockholders.

Sources