2023 Nevada Revised Statutes › Chapter 463 - Licensing and Control of Gaming › NRS 463.643 - Suitability of persons acquiring beneficial ownership of any voting security or beneficial or record ownership of any nonvoting security or debt security in publicly traded corporation; report or notification of acquisition; exception; application; penalty.

1. Each person who acquires, directly or indirectly:
(a) Beneficial ownership of any voting security; or
(b) Beneficial or record ownership of any nonvoting security,
in a publicly traded corporation which is registered with the Commission may be required to be found suitable if the Commission has reason to believe that the person’s acquisition of that ownership would otherwise be inconsistent with the declared policy of this state.
2. Each person who acquires, directly or indirectly, beneficial or record ownership of any debt security in a publicly traded corporation which is registered with the Commission may be required to be found suitable if the Commission has reason to believe that the person’s acquisition of the debt security would otherwise be inconsistent with the declared policy of this state.
3. Each person who, individually or in association with others, acquires or holds, directly or indirectly, beneficial ownership of more than 5 percent of any class of voting securities of a publicly traded corporation registered with the Nevada Gaming Commission, and who is required to report, or voluntarily reports, the acquisition or holding to the Securities and Exchange Commission pursuant to section 13(d)(1), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78m(d)(1), 78m(g) and 78p(a), respectively, shall, after filing the report and any amendment thereto with the Securities and Exchange Commission, notify the Nevada Gaming Commission on the date specified in regulation by the Nevada Gaming Commission and in the manner prescribed by the Chair of the Board that the report has been filed with the Securities and Exchange Commission.
4. Each person who, individually or in association with others, acquires or holds, directly or indirectly, the beneficial ownership of more than 10 percent of any class of voting securities of a publicly traded corporation registered with the Commission, or who is required to report, or voluntarily reports, such acquisition or holding pursuant to section 13(d)(1), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78m(d)(1), 78m(g) and 78p(a), respectively, shall apply to the Commission for a finding of suitability within 30 days after the date specified by the Commission by regulation.
5. A person who acquires, directly or indirectly:
(a) Beneficial ownership of any voting security; or
(b) Beneficial or record ownership of any nonvoting security or debt security,
in a publicly traded corporation created under the laws of a foreign country which is registered with the Commission shall file such reports and is subject to such a finding of suitability as the Commission may prescribe.
6. Except as otherwise provided in subsection 7, each person who, individually or in association with others, acquires or holds, directly or indirectly, the beneficial ownership of any amount of any class of voting securities of a publicly traded corporation registered with the Commission or each plan sponsor of a pension or employee benefit plan that acquires or holds any amount of any class of voting securities in such a publicly traded corporation, and who has the intent to engage in any proscribed activity shall:
(a) Within 2 days after possession of such intent, notify the Chair of the Board in the manner prescribed by the Chair;
(b) Apply to the Commission for a finding of suitability within 30 days after notifying the Chair pursuant to paragraph (a); and
(c) Deposit with the Board the sum of money required by the Board pursuant to subsection 8.
7. Except as otherwise provided by the Commission, a person who has beneficial ownership of less than 10 percent of each class of voting securities of a publicly traded corporation registered with the Commission, acquired or held by the person through a pension or employee benefit plan, or the plan sponsor of a pension or employee benefit plan that has ownership of less than 10 percent of each class of voting securities of such a publicly traded corporation, need not notify the Commission, apply for a finding of suitability with the Commission or deposit the required sum of money with the Board pursuant to subsection 6 before engaging in any proscribed activity.
8. Any person required by the Commission or by this section to be found suitable shall:
(a) Except as otherwise required in subsection 4, apply for a finding of suitability within 30 days after the Commission requests that the person do so; and
(b) Together with the application, deposit with the Board a sum of money which, in the opinion of the Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of the application, and deposit such additional sums as are required by the Board to pay final costs and charges.
9. Any person required by the Commission or this section to be found suitable who is found unsuitable by the Commission shall not hold directly or indirectly the:
(a) Beneficial ownership of any voting security; or
(b) Beneficial or record ownership of any nonvoting security or debt security,
of a publicly traded corporation which is registered with the Commission beyond the time prescribed by the Commission.
10. The violation of subsection 8 or 9 is a gross misdemeanor.
11. As used in this section, "debt security" means any instrument generally recognized as a corporate security representing money owed and reflected as debt on the financial statement of a publicly traded corporation, including, but not limited to, bonds, notes and debentures.
(Added to NRS by 1977, 1426; A 1985, 1478, 2142; 1991, 937; 1995, 207; 2001, 3090; 2007, 1117; 2011, 212; 2019, 1282)