Legal Question in Business Law in Nevada
Bulk Transfers in Nevada
If a Nevada corporation doing business in Utah transfers substantially ALL of its business and assets to another corporation for little or no consideration, must it first get approval from its stockholders? What is the remedy of the stockholders if it fails to seek their approval?
1 Answer from Attorneys
Re: Bulk Transfers in Nevada
Nevada's bulk transfer laws were repealed many years ago.
The remainder of the inquiry involves the specific provisions of the corporate organizational documents, particularly the articles of incorporation and the bylaws. In the absence of a clear authorization for or prohibition of the transfer in question, the directors are subject to the "business judgment" rule, affording wide discretion to officers and directors generally and legal immunity in many situations.
Your attorney can explain further.
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