Nevada Amends Corporate Law to Attract Incorporations
What You Need To Know Nevada’s legislature recently adopted Assembly Bill No. 239, which provides for significant amendments to the Nevada Revised Statutes governing Nevada corporations. The amendments have been delivered to the Governor for signature. The amendments would, among other things, clarify the fiduciary duties of controlling stockholders, allow corporations to waive jury trials […]
David Bell, Ran Ben-Tzu, and Dean Kristy are Partners at Fenwick & West LLP. This post is based on their Fenwick memorandum.
What You Need To Know
- Nevada’s legislature recently adopted Assembly Bill No. 239, which provides for significant amendments to the Nevada Revised Statutes governing Nevada corporations. The amendments have been delivered to the Governor for signature.
- The amendments would, among other things, clarify the fiduciary duties of controlling stockholders, allow corporations to waive jury trials in their articles of incorporation, and permit certain holding company reorganizations.
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing Nevada corporations. The legislation was initially proposed by the State Bar of Nevada’s Executive Committee, Business Law Section, which also prepared a memorandum summarizing the changes.
The memorandum explains that the proposed amendments are intended to provide greater clarity and to respond to practice considerations, requests/comments from other attorneys, and other business law developments in other states (presumably Delaware and Texas). While the memorandum does not address the corporate amendments just adopted in Texas, it does reference the existing corporate laws in Delaware, including recently adopted amendments to the Delaware General Corporation Law (DGCL)—making clear that the proposed changes are an attempt to appeal to corporations and challenge Delaware’s status as the preferred state for incorporation.
Key changes proposed by AB 239 are summarized below.
