As mentioned earlier this week, Nevada's regular legislative session ended on June 6. During the session, the legislature enacted, and the Governor approved, AB 126 which makes numerous changes to Nevada's business entity statutes. One of those changes is to authorize a corporation's board of directors to require a stockholder exercising statutory rights of inspection to enter into, and comply wit, a confidentiality agreement "having such terms and scope as are reasonably related to protecting the legitimate interests of the corporation". According to testimony before the Assembly Judiciary Committee, this change codifies existing practice in Nevada. Neither California nor Delaware expressly authorize confidentiality agreement requirements and leave the ultimate decision as to the courts. See Cal. Corp. Code § 1603 (authorizing the Superior Court to impose "just and proper conditions") and Del. Code § 220(c) (authorizing the Court of Chancery in its discretion to prescribe any limitations or conditions with respect to the inspection).

The bill makes other changes to the inspection statute, NRS 78.257, and one of those changes may allow corporations to impose limitations on inspection of certain records in their articles or bylaws:

The right of stockholders to inspect the [corporate records] books of account and financial statements of the corporation in accordance with this section may not be limited in the articles or bylaws of any corporation.

Thus, the current statute prohibits limitations on inspection of "corporate records" and the bill would limit the prohibition to "books of account and financial statements".

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