NV AB239

Establishes new stockholder fiduciary duty rules limiting liability for controlling stockholders, who owe a duty only to refrain from exerting undue influence over directors or officers to induce breach of their fiduciary duties in transactions benefiting the controlling stockholder

Creates a new "restructuring merger" process allowing corporations to reorganize into a holding company structure without stockholder approval if specific conditions are met, including identical share rights, matching organizational documents, and board determination of tax neutrality

Revises reverse stock split voting requirements to require approval by stockholders of the affected class or series, with different standards for publicly traded versus non-publicly traded corporations

Authorizes articles of incorporation to require certain internal corporate actions to be tried before a judge rather than a jury, operating as a waiver of jury trial rights for covered disputes

Makes dissent rights the exclusive remedy for stockholders entitled to dissent from corporate actions, limiting challenges except where the corporation failed to obtain required stockholder approval or the action resulted from actual fraud