Nevada’s legislature meets only in odd number years and then for only 120 calendar days (2,880 hours).  Nev. Const. Art. 4, § 2(2). This year, the legislature enacted SB 405, which makes numerous changes, large and small, to the Nevada’s business entity laws. These changes took effect on October 1.  NRS 218.530.

Among other things, SB 405 reduces to two years (from three) the moratorium period under Nevada’s Business Combination Law.  In comparison, the moratorium period under Delaware’s business combination statute is three years.   Del. Code Ann., tit. 8, § 203.

The Nevada legislature also made an interesting change to NRS 78.242 which governs restrictions on transfer of shares.  As amended, the statute now provides that no restriction on transfer is binding upon any stockholder with respect to the shares of stock owned by that stockholder at the time the restriction is adopted, regardless of any later effective time of the restriction, unless the stockholder is a party to the agreement or voted in favor of the restriction.

These and other amendments will be covered in an upcoming update to Bishop and Zucker on Nevada Corporations and Limited Liability Companies.