Legal Question in Real Estate Law in Nevada

My question is in regards to non-profit real estate organizations and the board of directors. We have an issue with a current board of director also sitting on another non-profit real estate organization and it has caused concerns. What legal language comes to your mind when we have proprietary information that we discuss and this person sits on another board of directors.

What is the language that has to be conveyed to the entire board and what can we do to prevent it.

Best regards.


Asked on 1/15/11, 12:41 pm

1 Answer from Attorneys

Rick Williams Law Offices of Frederick D. (Rick) Williams, Chtd.

Although it is a basic premise of business law that one cannot disclose the inner workings of a board of directors in any manner that might harm the entity or provide some advantage to an outside company, it happens all the time. You would be well-served to hire legal counsel to draft a non-disclosure agreement between and among all directors.

If a director were to use inside information to enrich himself, that is an entirely different category of wrong upon his company, and is certainly actionable, too. That, too, can be expressly addressed in such a privacy or non-disclosure agreement. It might seem redundant and unnecessary, since their actions would already be tortious and/or illegal, but there is a certain psychology associated with making promises to obey the law and blatantly committing oneself to good conduct. That is the real value of such an agreement, beyond just providing a legal basis for action in the event a director engages in inappropriate business conduct.

Consult your corporate counsel or retain a local attorney to help construct a legally enforceable agreement to secrecy that all directors will be compelled to sign and obey.

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Answered on 1/22/11, 5:59 pm


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