EXHIBIT
99.1








Nevada
Gaming Regulation





The
ownership and operation of our facilities with gaming in Nevada are subject to
the Nevada Gaming Control Act and the regulations promulgated thereunder
(collectively, the “Nevada Act”) and various local regulations. Our gaming
operations are subject to the licensing and regulatory control of the Nevada
Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control
Board (the “Nevada Board”) and various county and city licensing agencies (the
“local authorities”). The Nevada Commission, the Nevada Board, and the local
authorities are collectively referred to as the “Nevada Gaming
Authorities.”





The laws,
regulations, and supervisory procedures of the Nevada Gaming Authorities are
based upon declarations of public policy that are concerned with, among other
things:





·
            the
      prevention of unsavory or unsuitable persons from having a direct or
      indirect involvement with gaming at any time or in any
      capacity;


·
            the
      establishment and maintenance of responsible accounting
      practices;


·
            the
      maintenance of effective controls over the financial practices of
      licensees, including the establishment of minimum procedures for internal
      fiscal affairs and the safeguarding of assets and
  revenues;


·
            providing
      reliable record keeping and requiring the filing of periodic reports with
      the Nevada Gaming Authorities;


·
            the
      prevention of cheating and fraudulent practices;
  and


·
            providing
      a source of state and local revenues through taxation and licensing
      fees.





Any
change in such laws, regulations, and procedures could have an adverse effect on
our gaming operations.





Our
subsidiary company that owns and operates restaurants with gaming in Nevada is
required to be licensed by the Nevada Gaming Authorities. We have also been
licensed or found suitable as shareholder, as relevant, of the subsidiary gaming
licensee.





Our
licensed subsidiary may enter into an agreement with a slot route operator to
conduct the gaming activities at the Nevada restaurants the licensed subsidiary
owns and operates. The slot route operator engaged by the licensed subsidiary
must be licensed by the Nevada Gaming Authorities.





We are
required to be registered by the Nevada Commission as a publicly-traded
corporation, and as such, we are required to periodically submit detailed
financial and operating reports to the Nevada Commission and furnish any other
information that the Nevada Commission may require. No person may become a
stockholder or member of, or receive any percentage of profits from the licensed
subsidiary without first obtaining licenses and approvals from the Nevada Gaming
Authorities. Additionally, local authorities have taken the position that they
have the authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming licensee. Buffalo Wild Wings and our subsidiary
that owns and operates gaming restaurants in Nevada have obtained from the
Nevada Gaming Authorities the various registrations, approvals, permits and
licenses required in order to engage in gaming activities in
Nevada.




1


The
Nevada Gaming Authorities may investigate any individual who has a material
relationship to, or material involvement with, Buffalo Wild Wings or the
licensed subsidiary to determine whether such individual is suitable or should
be licensed as a business associate of a gaming licensee. Officers, directors,
and certain key employees of the licensed subsidiary must file applications with
the Nevada Gaming Authorities and may be required to be licensed by the Nevada
Gaming Authorities. Our officers, directors, and key employees who are actively
and directly involved in the gaming activities of the licensed subsidiary may be
required to be licensed or found suitable by the Nevada Gaming Authorities. The
Nevada Gaming Authorities may deny an application for licensing or a finding of
suitability for any cause they deem reasonable. A finding of suitability is
comparable to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant for
licensing or a finding of suitability, or the gaming licensee by which the
applicant is employed or for whom the applicant serves, must pay all the costs
of the investigation. Changes in licensed positions must be reported to the
Nevada Gaming Authorities, and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate
position.




If the
Nevada Gaming Authorities were to find an officer, director, or key employee
unsuitable for licensing or to continue having a relationship with us or the
licensed subsidiary, Buffalo Wild Wings or the licensed subsidiary would have to
sever all relationships with that person. In addition, the Nevada Commission may
require us or the licensed subsidiary to terminate the employment of any person
who refuses to file appropriate applications. Determinations of suitability or
of questions pertaining to licensing are not subject to judicial review in
Nevada.





We are
required to submit detailed financial and operating reports to the Nevada
Commission. Substantially all of Buffalo Wild Wings and the licensed
subsidiary’s material loans, leases, sales of securities, and similar financing
transactions must be reported to or approved by the Nevada
Commission.





If the
Nevada Commission determined that we or the licensed subsidiary violated the
Nevada Act, it could limit, condition, suspend, or revoke, subject to compliance
with certain statutory and regulatory procedures, our gaming license and those
of the licensed subsidiary. In addition, we and the licensed subsidiary and the
persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission. Further,
a supervisor could be appointed by the Nevada Commission to operate the gaming
establishments and, under certain circumstances, earnings generated during the
supervisor’s appointment (except for the reasonable rental value of the gaming
establishments) could be forfeited to the State of Nevada. Limitation,
conditioning, or suspension of any gaming license or the appointment of a
supervisor could (and revocation of any gaming license would) materially
adversely affect our gaming operations.





Any
beneficial holder of our voting securities, regardless of the number of shares
owned, may be required to file an application, be investigated, and have his or
her suitability as a beneficial holder of the voting securities determined if
the Nevada Commission has reason to believe that such ownership would otherwise
be inconsistent with the declared policies of the State of Nevada. The applicant
must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.




The
Nevada Act requires any person who acquires more than 5% of any class of our
voting securities to report the acquisition to the Nevada Commission. The Nevada
Act requires that beneficial owners of more than 10% of any class of our voting
securities apply to the Nevada Commission for a finding of suitability within
thirty days after the Chairman of the Nevada Board mails the written notice
requiring such filing. Under certain circumstances, an “institutional investor”
as defined in the Nevada Act, which acquires more than 10% but not more than 25%
of any class of our voting securities, may apply to the Nevada Commission for a
waiver of such finding of suitability if such institutional investor holds the
voting securities for investment purposes only.




2


An
institutional investor will be deemed to hold voting securities for investment
purposes if it acquires and holds the voting securities in the ordinary course
of business as an institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members of our board
of directors, any change in our corporate charter, bylaws, management, policies,
or operations or our gaming subsidiary, or any other action that the Nevada
Commission finds to be inconsistent with holding our voting securities for
investment purposes only. Activities that are not deemed to be inconsistent with
holding voting securities for investment purposes only include:




·
              voting
      on all matters voted on by
stockholders;


·
            making
      financial and other inquiries of management of the type normally made by
      securities analysts for informational purposes and not to cause a change
      in its management, policies or operations;
and


·
            such
      other activities as the Nevada Commission may determine to be consistent
      with such investment intent.





If the
beneficial holder of voting securities who must be found suitable is a
corporation, partnership, or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.





Any
person who fails or refuses to apply for a finding of suitability or a license
within 30 days after being ordered to do so by the Nevada Commission or the
Chairman of the Nevada Board may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails to identify
the beneficial owner. Any stockholder found unsuitable and who holds, directly
or indirectly, any beneficial ownership of our common stock beyond such period
of time as may be prescribed by the Nevada Commission may be guilty of a
criminal offense. We will be subject to disciplinary action if, after we receive
notice that a person is unsuitable to be a stockholder or to have any other
relationship with us or our licensed subsidiary, we or the licensed
subsidiary:




·
            pay
      that person any dividend or interest upon any of our voting
      securities; ·
            allow
      that person to exercise, directly or indirectly, any voting right
      conferred through securities held by that
  person; ·
            pay
      remuneration in any form to that person for services rendered or
      otherwise; or ·
            fail
      to pursue all lawful efforts to require such unsuitable person to
      relinquish his or her voting securities including if necessary, the
      immediate purchase of the voting securities for cash at fair market
      value.




The
Nevada Commission may, in its discretion, require the holder of any debt
security of Buffalo Wild Wings to file an application, be investigated, and be
found suitable to hold the debt security. If the Nevada Commission determines
that a person is unsuitable to own such security, then pursuant to the Nevada
Act, we can be sanctioned, including the loss of our approvals, if without the
prior approval of the Nevada Commission, we:





·
            pay
      to the unsuitable person any dividend, interest, or any distribution
      whatsoever;


·
            recognize
      any voting right by such unsuitable person in connection with such
      securities;


·
            pay
      the unsuitable person remuneration in any form;
  or


·
            make
      any payment to the unsuitable person by way of principal, redemption,
      conversion, exchange, liquidation or similar
  transaction.





We are
required to maintain a current stock ledger that may be examined by the Nevada
Gaming Authorities at any time. If any securities are held in trust by an agent
or by a nominee, the record holder may be required to disclose the identity of
the beneficial owner to the Nevada Gaming Authorities. A failure to make such
disclosure may be grounds for finding the record holder unsuitable. We are also
required to render maximum assistance in determining the identity of the
beneficial owner. The Nevada Commission has the power to require our stock
certificates to bear a legend indicating that such securities are subject to the
Nevada Act. However, to date, the Nevada Commission has not imposed such a
requirement on us.


3


We may
not make a public offering of any securities without the prior approval of the
Nevada Commission if the securities or the proceeds therefrom are intended to be
used to construct, acquire, or finance gaming facilities in Nevada, or to retire
or extend obligations incurred for those purposes or for similar purposes. An
approval, if given, does not constitute a finding, recommendation, or approval
by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of
the prospectus or the investment merits of the securities. Any representation to
the contrary is unlawful.





On
September 18, 2008, the Nevada Commission granted us prior approval to make
public offerings for a period of two years, subject to certain conditions (the
“shelf approval”). The shelf approval also includes approval for us to place
restrictions on the transfer of any equity security issued by the licensed
subsidiary and to enter into agreements not to encumber such securities,
pursuant to any public offering made under the shelf approval. However, the
shelf approval may be rescinded for good cause without prior notice upon the
issuance of an interlocutory stop order by the Chairman of the Nevada Board. The
shelf approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or other disclosure document by which securities are offered or the
investment merits of the securities offered. Any representation to the contrary
is unlawful.





Changes
in control of Buffalo Wild Wings through merger, consolidation, stock, or asset
acquisitions, management or consulting agreements, or any act or conduct by a
person whereby he or she obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of
Buffalo Wild Wings must satisfy the Nevada Board and the Nevada Commission
concerning a variety of stringent standards prior to assuming control of us. The
Nevada Commission may also require controlling stockholders, officers,
directors, and other persons having a material relationship or involvement with
the entity proposing to acquire control to be investigated and licensed as part
of the approval process relating to the transaction.





The
Nevada legislature has declared that some corporate acquisitions opposed by
management, repurchases of voting securities, and corporate defensive tactics
affecting Nevada gaming licensees, and registered corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada’s gaming industry and to further Nevada’s policy to:





·
            assure
      the financial stability of corporate gaming operators and their
      affiliates;


·
            preserve
      the beneficial aspects of conducting business in the corporate form;
      and


·
            promote
      a neutral environment for the orderly governance of corporate
      affairs.





Approvals
are, in certain circumstances, required from the Nevada Commission before we can
make exceptional repurchases of voting securities above the current market price
and before a corporate acquisition opposed by management can be consummated. The
Nevada Act also requires prior approval of a plan of recapitalization proposed
by our board of directors in response to a tender offer made directly to our
stockholders for the purpose of acquiring control of it.





License
fees and taxes are payable to the State of Nevada and to local authorities.
Depending upon the particular fee or tax involved, these fees and taxes are
payable either monthly, quarterly, or annually and are based upon the number of
gaming devices operated. A live entertainment tax is also paid on charges for
admission to any facility where certain forms of live entertainment are
provided.




4


If we or
our licensed subsidiary were to become involved in gaming ventures outside of
Nevada (foreign gaming), a deposit with the Nevada Board would be required and a
revolving fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of our participation in such foreign gaming would have to be
maintained thereafter. The revolving fund is subject to increase or decrease at
the discretion of the Nevada Commission. Thereafter, we or our licensed
subsidiary would also be required to comply with certain reporting requirements
imposed by the Nevada Act. We or our licensed subsidiary would also be subject
to disciplinary action by the Nevada Commission if we or the licensed
subsidiary:





·
            knowingly
      violate any laws of the foreign jurisdiction pertaining to the foreign
      gaming operation;


·
            fail
      to conduct the foreign gaming operation in accordance with the standards
      of honesty and integrity required of Nevada gaming
    operations;


·
            engage
      in any activity or enter into any association that is unsuitable because
      it poses an unreasonable threat to the control of gaming in Nevada,
      reflects or tends to reflect discredit or disrepute upon the State of
      Nevada or gaming in Nevada, or is contrary to the gaming policies of
      Nevada;


·
            engage
      in any activity or enter into any association that interferes with the
      ability of the State of Nevada to collect gaming taxes and fees;
      or


·
            employ,
      contract with or associate with any person in the foreign gaming operation
      who has been denied a license or a finding of suitability in Nevada on the
      ground of personal unsuitability, or who has been found guilty of cheating
      at gambling.





The sale
of alcoholic beverages by the licensed subsidiary is subject to licensing,
control, and regulation by the applicable local authorities. All licenses are
revocable and are not transferable. The agencies involved have full power to
limit, condition, suspend, or revoke any such license, and any such disciplinary
action could (and revocation would) have a material adverse effect upon our
operations.






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