Justia Nevada Supreme Court Opinion Summaries

Appellants Wade and Brenda Smith owned shares of common stock in Pachinko World. Cede & Co. held the shares in street name, making appellants the beneficial owners. After Pachinko World merged into Kisorin, Kisorin sent out a dissenters' rights notice to the minority stockholders. Instead of giving direct notice to appellants, Kisorin provided Cede & Co. with the dissenter's notice. As a result, appellants sent their dissenter's demand forms outside the 45-day period allotted. Kisorin informed appellants that Wade Smith's demand for payment was past due and he would be paid the merger consideration set forth in the notice. Kisorin subsequently filed a petition in the district court for a declaratory judgment. Both parties then moved for summary judgment. The district court entered summary judgment against appellants, and appellants appealed. At issue was whether a corporation is required to deliver a dissenters' rights notice to all stockholders, irrespective of whether the stockholders hold the stock in street name or are beneficial stockholders. The Supreme Court affirmed, holding that due to the impracticality of delivering notice to beneficial owners, Nevada corporations are required to send dissenters' notices only to record stockholders, including those holding the stock in street name. View "Smith v. Kisorin USA, Inc." on Justia Law

The Shoen family controls AMERCO. AMERCO engaged in numerous business transactions with SAC entities, which are real estate holding companies controlled by AMERCO shareholder and executive Mark Shoen. Based on several of those transactions, Appellants-Shareholders filed an underlying shareholder derivative lawsuit against AMERCOâs former and current directors and the SAC entities, primarily for breach of fiduciary duty. However, appellants failed to make a demand for corrective action on AMERCOâs board of directors. Subsequently, AMERCO moved to dismiss the lawsuit. Appellants appealed, and the Supreme Court reversed that decision and remanded the case for further proceedings. On remand, the district court again granted AMERCOâs motion to dismiss, this time because of a settlement agreement that dated back to 1995 in which shareholders agreed not to bring shareholder derivative lawsuits against AMERCO. Appellants sought the Supreme Courtâs review of the district courtâs second dismissal of their case. They asked whether the settlement bars their present lawsuit against AMERCO. The Supreme Court found that the settlement does not bar Appellantsâ case. The Court again reversed the district courtâs decision, and remanded the case for further proceedings.

In 2006, Respondent Cordillera Fund, LP, purchased shares in Appellant American Ethanol for $3 per share. In 2007, shareholders of American Ethanol sought to merge with AE Biofuels, and notified their shareholders of its intent. Respondent notified American Ethanol of its intent to dissent, and demanded payment for its shares. The merger was approved by the shareholders. When the merged company refused to pay, Respondent filed suit at the district court. Ultimately the issue for the district court to resolve involved the fair value of Respondentâs shares at the time of the merger. Appellants offered respondent $0.15 per share; Respondent maintained the fair value was $3 per share. The parties went to court because neither could agree on the value. The court entered a judgment in favor of Respondent, determining that $3 per share was the fair value. On appeal, Appellants contended that the district court abused its discretion in determining the fair value of the shares. The Supreme Court concluded that appellants did not demonstrate that the district court abused its discretion, and affirmed the courtâs ruling in favor of Respondent.