Straining The Quality Of Mercy? Nevada’s Exculpation Statute

The legislatures of California, Delaware and Nevada have each enacted statutes eliminating or limiting the personal liability of corporate directors for monetary damages. Cal. Corp. Code § 204(a)(10), Del. Code Ann. tit. 8 § 102(b)(7), and NRS § 78.138(7). While it might be assumed that these statutes are generally similar, Nevada’s statute differs in two key respects from those of California and Delaware.

First, exculpation under Nevada’s statute is automatic and does not require that the elimination or limitation be set forth in the articles of incorporation. In contrast, there is no exculpation under the statutes of California and Delaware unless the articles or certificate of incorporation so provide.

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