Nevada Supreme Court Adopts Delaware Approach To Fair Value Burden Of Proof

Recently, the Nevada Supreme Court answered several questions concerning how to determine the “fair value” of shares under Nevada’s dissenters’ rights statutes (found in NRS Chapter 92A). American Ethanol, Inc. v. Cordillera Fund, L.P. (May 5, 2011).

Nevada’s dissenters’ rights statutes are primarily based on the Model Business Corporation Act (MBCA), which is in turn based on Delaware and New York case law. See Minutes of Assembly Committee on Judiciary, May 14, 2009. This case was decided based on the definition of “fair value” in NRS 92A.320 before it was amended in 2009. 2009 Nev. Stat., ch. 361, § 64.

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