482.36419 - Exercise of right of first refusal by manufacturer or distributor if transfer of all or substantially all assets of dealership is proposed: Requirements; prohibited acts.
482.36419 Exercise of right of first refusal by manufacturer or distributor if transfer of all or substantially all assets of dealership is proposed: Requirements; prohibited acts.
1. Except as otherwise provided in NRS 482.36396 to 482.36414, inclusive, if a transfer of the entire, or substantially the entire, ownership or of all, or substantially all, the assets of a dealership is proposed, a manufacturer or distributor may exercise a contractual right of first refusal only if all the following requirements are met:
(a) The transfer is not to the dealer’s spouse, a member of the dealer’s family, a qualified manager, or a trust or artificial person controlled by any of them.
(b) The manufacturer or distributor notifies the dealer in writing, within 60 days after receipt of the completed form and information customarily used to review such transfers and a copy of all relevant agreements, of its intent to exercise the right of first refusal or its rejection of the proposed transfer. If the manufacturer or distributor fails to notify the dealer within the 60-day period, the effect is to approve the proposed transfer.
(c) The exercise of the right of first refusal provides to the dealer the same compensation as or greater compensation than the dealer had negotiated to receive from the proposed transferee.
(d) The manufacturer or distributor agrees to pay the reasonable expenses, including attorney’s fees that do not exceed the usual and reasonable fees charged to other clients for similar work, incurred by the proposed transferee before the exercise of the right of first refusal in negotiating and putting into effect the proposed transfer.
2. A manufacturer or distributor shall not utilize a right of first refusal to influence terms offered by a third person, or to influence a third person to refrain from negotiating, for the acquisition of a dealership.
(Added to NRS by 1999, 2506)