Etymologically, one might view the meaning of “ratify” as to make as one had thought.  It is derived from two Latin words – ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb meaning to make).  Two years ago, Delaware added two statutes intended to facilitate ratification of corporate acts, Del. Code Ann. tit. 8, §§ 204–205 (2013) (effective Apr. 1, 2014).  The Executive Committee of the Business Law Section of the State Bar of Nevada was inspired by these two sections to propose similar legislation.  The Executive Committee was inspired, but not too inspired, as it explained:

The proposal is to provide Nevada with a counterpart to Sections 204 and 205 of the Delaware General Corporation Law (the “DGCL”), which went into effect April 1, 2014.  The Executive Committee found Delaware provisions to be exceptionally wordy, confusing and unduly complicated.  The proposal below condenses the concepts into a much more efficient and practical formulation that should distinguish Nevada from Delaware as providing the same flexibility while enhancing accessibility and clarity.

Memo to Senate Judiciary Committee from Robert C. Kim, Chairman of the Executive Committee of the Business Law Section, State Bar of Nevada (April 3, 2015).

The Nevada legislature included the Executive Committee’s suggestion as Section 1 of SB 446, which will take effect on October 1, 2015.  The new Nevada provisions will apply to “corporate acts” which are defined as any: (i) act or purported act of the board of directors; (ii) act or purported act of the stockholders; or (iii) other act or transaction taken or purportedly taken by or on behalf of the corporation, including, without limitation, any issuance or purported issuance of stock or other securities of the corporation.  By complying with the new statute, any corporate act not in compliance, or purportedly not in compliance, with Chapter 78 or the articles of incorporation or bylaws in effect at the time of such corporate act may be ratified or validated.  There are some exceptions, so please read the entire statute and consult with a lawyer if you want to ratify a corporate act.  The statute also vests the district court with plenary and exclusive jurisdiction in equity to administer and provide equitable relief under the statute, including, without limitation,, the authority to confirm, nullify, modify or compel any ratification or validation taken or proposed to be taken pursuant to the statute.