Nevada Code § 463.635

Publicly traded corporation owning or controlling applicant or licensee: Duties; power of Board and Commission to investigate; procedure for Board to deregister corporation that ceases to engage in gaming activities
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1. If a corporation, partnership, limited
partnership, limited-liability company or other business organization applying
for or holding a state gaming license is or becomes owned in whole or in part
or controlled by a publicly traded corporation, or if a publicly traded
corporation applies for or holds a state gaming license, the publicly traded
corporation shall:
(a) Maintain a ledger in the principal office of
its subsidiary which is licensed to conduct gaming in this state, which must:
(1) Reflect the ownership of record of
each outstanding share of any class of equity security issued by the publicly
traded corporation. The ledger may initially consist of a copy of its latest
list of equity security holders and thereafter be maintained by adding a copy
of such material as it regularly receives from the transfer agent for its
equity securities of any class which are outstanding.
(2) Be available for inspection by the
Board and the Commission and their authorized agents at all reasonable times
without notice.
(b) Register with the Commission and provide the
following information to the Board:
(1) The organization, financial structure
and nature of the business of the publicly traded corporation, including the
names of all officers, directors and any employees actively and directly
engaged in the administration or supervision of the activities of the gaming
licensee, and the names, addresses and number of shares held of record by
holders of its equity securities.
(2) The rights and privileges accorded the
holders of different classes of its authorized equity securities.
(3) The terms on which its equity
securities are to be, and during the preceding 3 years have been, offered by
the corporation to the public or otherwise initially issued by it.
(4) The terms and conditions of all its
outstanding loans, mortgages, trust deeds, pledges or any other indebtedness or
security device, directly relating to the gaming activities of the gaming
licensee.
(5) The extent of the equity security
holdings of record in the publicly traded corporation of all officers,
directors, underwriters and persons owning of record equity securities of any
class of the publicly traded corporation, and any payment received by any such
person from the publicly traded corporation for each of its 3 preceding fiscal
years for any reason whatever.
(6) Remuneration exceeding $40,000 per
annum to persons other than directors and officers who are actively and
directly engaged in the administration or supervision of the gaming activities
of the gaming licensee.
(7) Bonus and profit-sharing arrangements
of the publicly traded corporation directly or indirectly relating to the
gaming activities of the gaming licensee.
(8) Management and service contracts of
the publicly traded corporation directly or indirectly relating to the gaming
activities of the gaming licensee.
(9) Options existing or from time to time
created in respect of its equity securities.
(10) Balance sheets, certified by
independent public accountants, for at least the 3 preceding fiscal years, or
if the publicly traded corporation has not been incorporated for a period of 3
years, balance sheets from the time of its incorporation. These balance sheets
may be those filed by it with or furnished by it to the Securities and Exchange
Commission.
(11) Profit and loss statements, certified
by independent certified public accountants, for at least the 3 preceding
fiscal years, or, if the publicly traded corporation has not been incorporated
for a period of 3 years, profit and loss statements from the time of its
incorporation. These profit and loss statements may be those filed by it with
or furnished by it to the Securities and Exchange Commission.
(12) Any further information within the
knowledge or control of the publicly traded corporation which either the Board
or the Commission may deem necessary or appropriate for the protection of this
state, or licensed gambling, or both. The Board or the Commission may make such
investigation of the publicly traded corporation or any of its officers,
directors, security holders or other persons associated therewith as it deems
necessary.
(c) Apply for an order of registration from the
Commission which must set forth a description of the publicly traded
corporations affiliated companies and intermediary companies, and the various
gaming licenses and approvals obtained by those entities. The Commission may
issue an order of registration upon receipt of a proper application. If the
information set forth in an order of registration changes, the publicly traded
corporation shall apply for and the Commission may issue amendments to and
revisions of the order of registration to reflect the changes.
(d) If the publicly traded corporation is a
foreign corporation, qualify to do business in this state.
2. If the Board determines that a publicly
traded corporation registered with the Commission, or any of its affiliates or
intermediary companies, have ceased engaging in gaming activities in Nevada,
the Board may, upon its own motion, recommend that the Commission deregister the
publicly traded corporation. Before making such a recommendation for
deregistration, the Board shall provide at least 30 days notice to the
publicly traded corporation that it intends to move for deregistration. If the
Board is unable to confirm that notice has been received by the publicly traded
corporation, the Board shall provide notice to the last known address of the
registered agent of the publicly traded corporation. If the Commission issues
an order deregistering the publicly traded corporation, a copy of the order
must be provided to the publicly traded corporation together with a notice that
the publicly traded corporation must apply, within 3 years after the date of
the order of deregistration, to the Commission for a refund of any money of the
publicly traded corporation held by the Board. If the Commission is unable to
confirm that the publicly traded corporation has received the order, the
Commission shall provide the order to the last known address of the registered
agent of the publicly traded corporation. The publicly traded corporation must
apply to the Board for a refund of any investigative or other money of the
publicly traded corporation held by the Board within 3 years after the date of
deregistration. The money of the publicly traded corporation for which a refund
is not requested within 3 years after the date of deregistration is presumed
abandoned and is subject to the provisions of chapter
120A of NRS.
3. The Commission may adopt regulations
that generally or selectively impose on any publicly traded corporation any
requirement not inconsistent with law which it may deem necessary in the public
interest. Without limiting the generality of the preceding sentence, any such
requirement may deal with the same subject matter as, but be more stringent
than, the requirements imposed by NRS
463.482 to 463.645 , inclusive.

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