restructures. Mr Bogatz explained it was the "very clear-cut policy" of Nevada courts not to accept an argument that a corporate restructure necessarily transfers gaming rights under Nevada law. From there, Mr Bogatz said that "it has to go both ways", meaning that corporate regulatory obligations could not be transferred in a merger. He stated that Nevada courts would "pause" at such a prospect, out of a concern that acknowledging the transfer of a regulatory obligation would open the door to a regulated company claiming that gaming rights had been transferred by a merger.
142 I do not accept Mr Bogatz's evidence that gaming in Nevada would influence the proper construction of the merger laws. Gaming has no connection with the present application, and is subject to its own regulation in the ways identified by Mr Bogatz in his evidence. Further, the Nevada merger laws appear to be based upon model laws. Where there are special laws about the transfer of interests and securities in the holders of gaming licences, I am not persuaded that model-based merger laws of general application would take on some special complexion in Nevada, and Mr Bogatz did not refer to any authority that suggested otherwise.
143 There were also aspects of Mr Bogatz's analysis of the meaning of the word "liabilities" in NRS § 92A.250 that were not persuasive. As I recounted earlier, Mr Bogatz referred to two sections of the NRS — §§ 92A.250(3)(h) and 92A.270(8) — which contain the expression "pay its liabilities" in support of the proposition that the word "liabilities" in § 92A.250(1)(d) necessarily refers to pecuniary obligations. He also referred to § 92A.270(7), which deals with liability and duties incurred or contracted by certain entities, and § 695E.060, which deals with risk retention groups in the context of insurance. Mr Bogatz then cited the general principles of construction, which require Nevada courts to construe statutes as a whole, reconcile and harmonise statutory provisions, and recognise consistency of meaning unless context requires otherwise. Without further explanation, Mr Bogatz stated that "it is clear under Nevada Law that the term 'liability' refers to monetary obligations".
144 I cannot accept this evidence without a much better explanation of Mr Bogatz's path of reasoning. For one thing, Mr Bogatz's conclusion appears to be that, owing to its use in two statutes, the word "liability" has a uniform meaning across the sweep of Nevada law. It was not explained how Mr Bogatz reconciled this conclusion with his reference to the decision of the Supreme Court of Nevada in Savage v Pierson 123 Nev 86 (2007), which he produced, which held at 94 that "when the same word is used in different statutes that are similar in respect to purpose and content, the word will be used in the same sense, unless the statutes'
