In Nevada, both the officers and directors of a corporation owe it fiduciary duties. NRS 78.138. Those duties include the duty of care and the duty of loyalty. A fiduciary is a “person who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes to another the duties of good faith, trust, confidence, and candor” and loyalty. Black’s Law Dictionary (8th ed.2004). NRS 78.138 and 78.139 declare the duties specifically owed by a corporation’s fiduciaries.
A fiduciary may be personally liable for acts or failure to act which constitute a breach of fiduciary duty or breach of the duty of loyalty, which was a result of intentional conduct, fraud, or knowing violation of the law. NRS 78.138(7). Fiduciaries are insulated from liability, however, by the business judgment rule, which presumes officers and directors act in good faith and allows them to rely upon certain information and business practices when making decisions as is explained in this article. NRS 78.138 and 78.139.
Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee. Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com
Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.