underpinning it. He identified the public policy underpinning NRS § 92A.250(1)(d) as being to avoid the situation of having legal obligations disappear and become unenforceable against any entity that had existed prior to the merger. This accords with an important piece of context that I have mentioned, which is that a merger under the laws of Nevada is substantially the act of the parties and not subject to substantive curial or regulatory oversight.
159 Having regard to the fact that § 92A.250(1) uses the descriptive language of a "merger" of a "constituent entity" "into" a "surviving entity", I find that no narrow construction is likely to be given by the Supreme Court of Nevada to the word "liabilities" in § 92A.250(1) on its plain meaning. Context requires that the word "liabilities" be construed in a way that is consistent with the object of the surrounding provisions in § 92A.250(1), which is to alter the status of the juristic entities so that the constituent entities become one surviving entity.
160 In the alternative, if there be an ambiguity, then the legislative history of the provision, which Mr Bogatz and Mr Pyle agreed to be relevant, supports a broad construction. As I have recounted at [92] above, that legislative history supports the view that the object of the current form of § 92A.250 is to simplify and modernise Nevada's corporate law, and to provide a clear procedural outline with shorter, modernised language. On the face of it, then, the change in language from "restrictions, disabilities and duties" to "liabilities" does not appear to have been intended to effect a fundamental refashioning of the legal consequences of mergers under Nevada law. Mr Pyle's evidence that "restrictions, disabilities and duties" and "liabilities" in this context share a substantially similar meaning accords with what the legislative history suggests.
161 Accordingly, I find that a Nevada court would likely hold that the word "liabilities" in NRS § 92A.250(1)(d) is broad enough on its proper construction under Nevada law to encompass non-pecuniary liabilities, such as the obligation to respond to the reporting notice.
Conclusions on the application of the Online Safety Act to X Corp
162 This brings me back to the application of ss 56(2) and 57 of the Online Safety Act to X Corp, which as a result of the above analysis is now straightforward.
163 On 15 March 2023, the status of X Corp changed so that it became the surviving entity into which Twitter Inc merged. From the perspective of Nevada law, X Corp's new status entailed being subject to all the liabilities, including the regulatory obligations, to which Twitter Inc had been subject immediately before it merged into X Corp.
