Statutory Reform · FIGURE 2

Section 7 of 12

Nevada controller-duty funnel

NRS § 78.240(3) · the three-element pleading triad

Long-form source as of 2026-06-02

Figure 2

Nevada AB 239 narrows the controller duty under NRS § 78.240(3).

From open-ended common-law fiduciary doctrine to a three-element statutory pleading triad.

OLD — COMMON-LAW CONTROLLER DUTY Open-ended fiduciary doctrine Case-by-case balancing NEW — STATUTORY PLEADING TRIAD · NRS § 78.240(3) (a) Undue influence (over a director or officer) AND (b) Inducement (of breach of duty under § 78.138) AND (c) Improper benefit (material, nonspeculative, nonratable) All three required to plead breach COMMITTEE-APPROVAL PRESUMPTION A transaction approved by a committee of disinterested directors carries a presumption of no breach — broader than Delaware MFW (no separate stockholder vote required)

Source: NRS § 78.240(3) as amended by AB 239 (signed May 30, 2025); cross-references NRS §§ 78.046, 78.138.

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