2022 Nevada Revised Statutes
Chapter 597 - Miscellaneous Trade Regulations and Prohibited Acts
NRS 597.157 - Transfer of stock or assets or change in ownership or control of wholesaler: Supplier to approve within 60 days if person to be substituted meets certain requirements; supplier shall not unreasonably withhold or delay approval of certain transactions; liability of supplier.

Universal Citation: NV Rev Stat § 597.157 (2022)

1. A supplier shall approve any assignment, sale or transfer of the stock of a wholesaler or of all or any portion of a wholesaler’s assets, a wholesaler’s voting stock, the voting stock of any parent corporation or the beneficial ownership or control of any other entity owning or controlling the wholesaler, including the wholesaler’s rights and obligations under the terms of a franchise, within 60 days after receiving notice of the transaction if the person to be substituted under the terms of the franchise meets reasonable standards imposed upon the wholesaler and any other wholesaler of the supplier of the same general class, after consideration of the size and location of the marketing area of the wholesaler. A supplier shall approve or deny approval of the transaction in writing and, if approval of the transaction is denied, state the material reasons for the denial. If a supplier does not approve or deny approval of the transaction within 60 days after receiving notice of the transaction, the transaction shall be deemed approved.

2. Upon the death of a partner of a partnership that operates the business of a wholesaler, a supplier shall not unreasonably withhold or delay approval of maintaining the franchise between the supplier and each surviving partner.

3. Upon the death of any owner, controlling shareholder or operator of a wholesaler, a supplier shall not deny approval of any transfer of ownership to a surviving spouse, child or grandchild of the owner who has reached the age of majority at the time of death, controlling shareholder or operator. Any subsequent transfer of ownership by the spouse, child, grandchild, controlling shareholder or operator is subject to the provisions of subsection 1.

4. In addition to the provisions of NRS 597.170, a supplier who unreasonably delays or withholds consent or unreasonably denies approval of a sale, transfer or assignment of any ownership interest in a wholesaler is liable to the wholesaler for the laid-in costs of inventory of each affected brand of liquor and any diminution in the fair market value of the business of the wholesaler in relation to each affected brand. The damages recoverable pursuant to this section include, without limitation, all reasonable costs of bringing the action and attorney’s fees. For the purpose of this subsection, the fair market value of a business of a wholesaler includes, without limitation, the good will of the business and its value as a going concern, if any.

(Added to NRS by 2009, 1542; A 2021, 1686)

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