3.1 Enactment trail
AB 239 was proposed by the Executive Committee of the Business Law Section of the State Bar of Nevada, introduced in the Assembly, passed the Senate 21-0 on May 21, 2025, and was signed by Governor Joe Lombardo and effective on signing, May 30, 2025 (2025 Nev. Stat. ch. 142).18 The NELIS bill record is at leg.state.nv.us · Bill/12259; AB 239 amends multiple sections of NRS Chapter 78, including § 78.046 (officer indemnification and jury-trial-waiver authority), § 78.138 (director-and-officer fiduciary-duty framework), and § 78.240(3) (controlling-stockholder duty).19
3.2 NRS § 78.240(3) — the statutory triad
Nevada has long operated a statute-forward director-and-officer liability framework under NRS § 78.138. AB 239 extends that posture to controlling stockholders on the statutory face. To plead breach of controlling-stockholder duty under NRS § 78.240(3), a complaint must allege all three of: (a) undue influence exerted over a director or officer; (b) inducement of a breach of that director’s or officer’s § 78.138 duty; and (c) a material, nonspeculative, nonratable benefit obtained by the controller (not shared with stockholders generally).20 Figure 2 below renders the inverted funnel. The narrowing is on the statutory face, not just in commentary.
3.3 Committee-approval presumption — broader than Delaware MFW
§ 78.240(3) attaches a presumption of no breach where a committee of disinterested directors has approved the transaction — without requiring the second leg (disinterested-stockholder vote) that Delaware’s Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) framework requires for full business-judgment cleansing.21 The Nevada presumption is therefore broader than Delaware MFW: cleansing attaches on committee approval alone. Commentary characterizes the practical effect as limiting judicial scrutiny of self-dealing transactions to the statutory criteria.
3.4 NRS § 78.046 (officer indemnification + jury-trial waiver) and § 78.138 (fiduciary standards)
§ 78.046 extends mandatory indemnification to officers (previously discretionary) and provides charter-or-bylaw authority requiring that internal corporate actions be tried before a judge rather than a jury.22 § 78.138 was amended to clarify that the statutory “fraud or intentional misconduct” pleading threshold applies to officers as well as directors and to confirm that good-faith reliance on board-approved information satisfies the duty-of-care prong.23