Before the Court en banc. Opinion by Justice Gibbons.
This action arose out of a dispute between a Nevada corporation and its non-resident officers and directors. Several shareholders of Private Media Group, Inc. (PRVT), a corporation that is incorporated in Nevada with its principle place of business in Spain, brought derivative claims against several officers and directors of PRVT who were all residents of European nations. Only three of the defendants had ever been to Nevada previously, one visited to consult with his attorneys in preparation for this lawsuit, and the others had been to Nevada several years previously for purely personal reasons. The defendants moved to dismiss the case for lack of personal jurisdiction, and the district court granted the motion and certified the dismissal orders as final under NRCP 54(b). The court reversed the district court’s orders, and held that a district court can exercise personal jurisdiction over nonresident officers and directors who directly harm a Nevada corporation. The Court reached this conclusion by examining its previous jurisprudence on personal jurisdiction, including Trump v. Dist. Ct., 109 Nev. 687 (1993), and held that because a corporation that is incorporated in Nevada is a Nevada citizen, when officers or directors directly harm a Nevada corporation, they are harming a Nevada citizen and therefore purposefully directing their conduct toward Nevada. The court also found support in NRS 78.135(1) for the exercise of personal jurisdiction, holding that because that statute authorizes lawsuits against officers or directors of a Nevada corporation for violation of their authority, those officers and directors are on notice that they could be subject to a derivative suit under Nevada’s laws. The court also addressed Respondents’ argument that the fiduciary shield doctrine should apply, noting that the fiduciary shield doctrine does not apply in Nevada because Nevada’s long-arm statute extends to the limits of due process. Finally, the court noted that while the district court held hearings on the motions and ultimately concluded that an individual’s position as a Nevada corporation’s director does not automatically subject them to jurisdiction in Nevada, the district court needed to conduct further factual analysis in order to determine whether the Respondents’ specific conduct in this case subjected them to jurisdiction in Nevada. Vacated and remanded for further proceedings. (Megan L. Starich, Associate in the Reno office of McDonald Carano Wilson LLP).
