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Nevada Rules of Civil Procedure

Form 30.  Suggestion of Death Upon the Record Under Rule 25(a)(1)

       A. B. [describe as a party, or as executor, administrator, or other representative or successor of C. D., the deceased party] suggests upon the record, pursuant to Rule 25(a)(1), the death of C. D. [describe as party] during the pendency of this action.

Nevada Jury Instructions

RESPONSES TO REQUESTS FOR ADMISSIONS AS EVIDENCE

In this case, as permitted by law, the [plaintiff] [defendant] served on the [defendant] [plaintiff] a written request for the admission of the truth of certain matters of fact. You will regard as being conclusively proved all such matters of fact which were expressly admitted by the [defendant] [plaintiff] or which [defendant] [plaintiff] failed to deny.

NEV. J.I. 2.05

BAJI 2.08

Nevada Jury Instructions

DIRECT AND CIRCUMSTANTIAL EVIDENCE

There are two kinds of evidence; direct and circumstantial. Direct evidence is direct proof of a fact, such as testimony of an eyewitness. Circumstantial evidence is indirect evidence, that is, proof of a chain of facts from which you could find that another fact exists, even though it has not been proved directly. You are entitled to consider both kinds of evidence. The law permits you to give equal weight to both, but it is for you to decide how much weight to give to any evidence. It is for you to decide whether a fact has been proved by circumstantial evidence.

NEV. J.I. 2.00

Nevada Jury Instructions

IMPARTIALITY OF THE COURT

If, during this trial, I have said or done anything which has suggested to you that I am inclined to favor the claims or position of any party, you will not be influenced by any such suggestion.

I have not expressed, nor intended to express, nor have I intended to intimate, any opinion as to which witnesses are or are not worthy of belief, what facts are or are not established, or what inferences should be drawn from the evidence. If any expression of mine has seemed to indicate an opinion relating to any of these matters, I instruct you to disregard it.

NEV. J.I. 1.08

Nevada Jury Instructions

INSURANCE: COLLATERAL SOURCES

[You are not to discuss or even consider whether or not the plaintiff was carrying insurance to cover medical bills, loss of earnings, or any other damages he claims to have sustained.]

[You are not to discuss or even consider whether or not the defendant was carrying insurance that would reimburse him for whatever sum of money he may be called upon to pay to the plaintiff.]

[Whether or not either party was insured is immaterial, and should make no difference in any verdict you may render in this case.]

NEV. J.I. 1.07

Nevada Jury Instructions

CORPORATIONS AS PARTIES

One of the parties in this case is a corporation. A corporation is entitled to the same fair and unprejudiced treatment as an individual would be under like circumstances, and you should decide the case with the same impartiality you would use in deciding a case between individuals.

NEV. J.I. 1.06

Nevada Jury Instructions

JURORS MUST USE EVERYDAY COMMON SENSE; VERDICT MAY NEVER BE INFLUENCED BY SYMPATHY, PREJUDICE OR PUBLIC OPINION

Although you are to consider only the evidence in the case in reaching a verdict, you must bring to the consideration of the evidence your everyday common sense and judgment as reasonable men and women. Thus, you are not limited solely to what you see and hear as the witnesses testify. You may draw reasonable inferences from the evidence which you feel are justified in the light of common experience, keeping in mind that such inferences should not be based on speculation or guess.

A verdict may never be influenced by sympathy, prejudice or public opinion. Your decision should be the product of sincere judgment and sound discretion in accordance with these rules of law.

NEV. J.I. 1.05

Nevada Jury Instructions

 

JURORS FORBIDDEN FROM MAKING ANY INDEPENDENT INVESTIGATION

You must decide all questions of fact in this case from the evidence received in this trial and not from any other source. [You must not make any independent investigation of the facts or the law (or consider or discuss facts as to which there is no evidence). This means, for example, that you must not on your own visit the scene, conduct experiments, or consult reference works for additional information.]

NEV. J.I. 1.04

BAJI 1.00.5

Nevada Jury Instructions

WHAT IS AND WHAT IS NOT EVIDENCE

The evidence which you are to consider in this case consists of the testimony of the witnesses, the exhibits, and any facts admitted or agreed to by counsel.

Statements, arguments and opinions of counsel are not evidence in the case. However, if the attorneys stipulate as to the existence of a fact, you must accept the stipulation as evidence and regard that fact as proved.

You must not speculate to be true any insinuations suggested by a question asked a witness. A question is not evidence and may be considered only as it supplies meaning to the answer.

You must disregard any evidence to which an objection was sustained by the court and any evidence ordered stricken by the court.

Anything you may have seen or heard outside the courtroom is not evidence and must also be disregarded.

NEV. J.I.1.03

BAJI 1.02

Nevada Jury Instructions

MASCULINE FORM OF PRONOUN INCLUDES FEMININE OR CORPORATION

The masculine form as used in these instructions, if applicable as shown by the text of the instruction and the evidence, applies to a female person or a corporation.

NEV. J.I. 1.02 BAJI 1.10

Nevada Jury Instructions

USE OF INSTRUCTIONS

If, in these instructions, any rule, direction or idea is repeated or stated in different ways, no emphasis thereon is intended by me and none may be inferred by you. For that reason, you are not to single out any certain sentence or any individual point or instruction and ignore the others, but you are to consider all the instructions as a whole and regard each in the light of all the others.

The order in which the instructions are given has no significance as to their relative importance.

NEV. J.I. 1.01

In a civil setting, a statute of limitation sets a time limit on when one must file a civil lawsuit or lose the opportunity to do so.  In other words, if the statute of limitations places a 2 year expiration on a personal injury claim, one must file the claim within two years of the injury or be subject to dismissal.  The concept dates back to Roman law and is designed to prevent fraudulent or stale claims from being brought after a reasonable period of time when evidence and memories disappear regarding the events surrounding the claim.  The amount of time differs depending on the nature of the claim and is set by our legislature.

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MEDIATION AND ARBITRATION OF CLAIMS RELATING TO RESIDENTIAL PROPERTY WITHIN COMMON-INTEREST COMMUNITY

 

NRS 38.300  Definitions.  As used in NRS 38.300 to 38.360, inclusive, unless the context otherwise requires:

1.  “Assessments” means:

(a) Any charge which an association may impose against an owner of residential property pursuant to a declaration of covenants, conditions and restrictions, including any late charges, interest and costs of collecting the charges; and

(b) Any penalties, fines, fees and other charges which may be imposed by an association pursuant to paragraphs (j) to (n), inclusive, of subsection 1 of NRS 116.3102 or subsections 10, 11 and 12 of NRS 116B.420.

2.  “Association” has the meaning ascribed to it in NRS 116.011 or 116B.030.

3.  “Civil action” includes an action for money damages or equitable relief. The term does not include an action in equity for injunctive relief in which there is an immediate threat of irreparable harm, or an action relating to the title to residential property.

4.  “Division” means the Real Estate Division of the Department of Business and Industry.

5.  “Program” means a program established by the Division under which a person, including, without limitation, a referee or hearing officer, can render decisions on disputes relating to:

(a) The interpretation, application or enforcement of any covenants, conditions or restrictions applicable to residential property or any bylaws, rules or regulations adopted by an association; or

(b) The procedures used for increasing, decreasing or imposing additional assessments upon residential property.

6.  “Residential property” includes, but is not limited to, real estate within a planned community subject to the provisions of chapter 116 of NRS or real estate within a condominium hotel subject to the provisions of chapter 116B of NRS. The term does not include commercial property if no portion thereof contains property which is used for residential purposes.

(Added to NRS by 1995, 1416; A 2003, 2251, 2274; 2007, 2277; 2013, 2295)

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The Nevada Department of Business and Industry (the “Department”) oversees the organization, licensing, operation, and dissolution of financial institutions.  The Nevada Division of Financial Institutions (the “NFID”) within the Department has supervisory control of most financial services businesses operating in Nevada, such as state-chartered banks, thrifts, savings and loan firms and credit unions, as well as trusts, installment loans, high-interest loans, and collection agencies.  Since 1999, mortgage brokers and mortgage bankers have been subject to the jurisdiction of the Nevada Mortgage Lending Division (the “NMLD”). (more…)

This is the seventh in a series of articles on doing business with Native American Tribes in Nevada.  These articles provide an overview of the political and business structures employed by Indian tribes, as well as the advantages and challenges of doing business in Indian Country.

Financing

Incentives for Foreign Investors (Immigrant Investor/EB-5 Visas)

Under the Immigrant Investor/EB-5 Visa program, foreign investors may obtain a U.S. Visa in return for investment of at least $1,000,000 and the creation of ten jobs within the United States.  In a Targeted Employment Area, defined as rural area or one with high unemployment (including on Indian reservations), a $500,000 investment is required. (more…)

This is the sixth in a series of articles on doing business with Native American Tribes in Nevada.  These articles provide an overview of the political and business structures employed by Indian tribes, as well as the advantages and challenges of doing business in Indian Country.

Incentives for Doing Business With Indian Tribes

Accelerated Depreciation

Businesses operating on tribal reservations may accelerate the rate of depreciation of property used within the reservation.  Property normally depreciated over twenty years may be depreciated over twelve years.  Property normally depreciated over five years may be depreciated over three years.  Property normally depreciated over three years may be depreciated over two years. (more…)

This is the fifth in a series of articles on doing business with Native American Tribes in Nevada.  These articles provide an overview of the political and business structures employed by Indian tribes, as well as the advantages and challenges of doing business in Indian Country.

Federal Approval of Certain Contracts

The federal government must approve certain contracts involving Indian tribes or their rights, including:

  • A purchase, grant, lease, or other conveyance of tribal lands, or of any title or claim thereto, from any tribe to a person or entity;[1]
  • Mineral leases and agreements;[2]
  • Tribal Energy Resource Agreements for mineral energy development;[3]
  • A contract with an Indian tribe that “encumbers Indian lands for a period of 7 or more years…;”[4]
  • Leases of the surface of land held in trust for or with restricted status by and Indian or Indian Tribe;[5] and
  • Contracts relating to gaming activities, which are also subject to tribal gaming ordinances.[6]

(more…)

This is the fourth in a series of articles on doing business with Native American Tribes in Nevada.  These articles provide an overview of the political and business structures employed by Indian tribes, as well as the advantages and challenges of doing business in Indian Country.

 

Available Court Forums

Federal Courts

Federal courts are courts of limited jurisdiction.  They may only hear civil matters arising as a federal question, or by diversity jurisdiction.  Federal question jurisdiction allows the court to hear matters where the plaintiff alleges a violation of the United States Constitution, federal law, or a treaty to which the United States is a party.[1]  Therefore, most private parties will not have cause to file an action claiming federal question jurisdiction against a tribe. (more…)

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A Living Will is different from a Living Trust and is different from a Will. A Living Will is a written statement instructing your family and doctor about what, if any, life-prolonging medical procedures you desire to be performed if your condition is terminal and there is no chance of recovery. In Nevada, it is known as a “Declaration” and allows you to declare your end of life care decisions.

You Have the Right to Refuse Medical Treatment

You have the right to refuse medical treatment. A Living Will gives you the opportunity to express your wishes in advance, since you may not be able to make those desires known when it becomes necessary to do so. Life prolonging procedures include assistance with breathing when you cannot breathe on your own, performing operations or prescribing antibiotics that cannot realistically increase your chance of recovery, starting your heart mechanically when it has stopped beating, or feeding you through a tube, etc.

In Nevada, a physician must follow the terms of your Living Will (Declaration) when:

You have an incurable and irreversible condition that, without the administration of life-sustaining treatment, will result in death within a relatively short time; and

You are not able to communicate your desires, such as if you are in a coma.

A Living Will can be very specific or very general. An example of a statement sometimes found in a Living Will is: “If I suffer an incurable, irreversible illness, disease, or condition and my attending physician determines that my condition is terminal, I direct that life-sustaining measures that would serve only to prolong my dying be withheld or discontinued.”

Power of Attorney

In Nevada, a “Durable Power of Attorney for Health Care” is a signed, dated, and witnessed written instruction naming another person as your “agent” or “health care proxy” to make medical decisions for you if you should become unable to make them for yourself.  The instrument may include instructions regarding any treatment you would desire or those you wish to avoid, such as surgery or artificial feeding. The Durable Power of Attorney for Health Care will be in effect whenever you are unable to make decisions and, unlike the Living Will, is not limited to situations where you are terminal or have an incurable condition. The agent’s authority begins only when a physician determines that you have lost the capacity to decide about treatment.

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What Type of Entity Should You Form?

Some of the most frequent questions that we receive from clients revolve around entity selection for conducting different types of businesses.  One aspect involves governance and authority.  The issue of governance and authority is important because it determines who has the legal authority to bind the company to contracts and to act on behalf of the company.

The three most popular types of entities are corporations, limited liability companies, and limited partnerships. There are others, however, that might be better suited to your needs. (more…)

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Litigators are fairly well known to be the scourge of the civilized world. After all, they are responsible for the number of lawsuits as well as the enormous costs associated with them, right? The truth is that I know litigators like that, but the majority of business attorneys I know do their best to keep their business clients from getting into legal battles. Saving the client from their own mistakes is sometimes difficult. It is made exponentially more difficult when the business owner decides it is cheaper to form the business using one of the various online services or legal software. They might as well be stamped with a warning that in case of a dispute, they almost guarantee full employment for litigators. (more…)

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When buying a business, the buyer should ensure that all assets must be free and clear of liens.  As a reminder, when purchasing a business, you can purchase either the ownership (the stock or the membership interest, for example) or the assets.  Either or both can be subject to liens.  Therefore, it is imperative that a lien search be conducted. (more…)

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What is Disability Insurance?

Disability insurance attempts to insure you against any injury, sickness or illness which would prevent you from earning an income. It is designed to replace up to 66% of your gross income on a tax-free basis should you become disabled. It covers both long term and short term disabilities. Don’t think you need disability insurance?

Consider these sobering statistics:

  • Just over 1 in 4 of today’s 20 year-olds will become disabled before they retire. Source: Social Security Administration, Fact Sheet March 18, 2011;
  • Over 36 million Americans are classified as disabled; about 12% of the total population. More than 50% of disabled Americans are in their working years, from 18-64. Source: U.S. Census Bureau;
  • 8.3 million Disabled wage earners, over 5% of U.S. workers, were receiving Social Security Disability (SSDI) benefits at the conclusion of March 2011. Source: Social Security Administration, Disabled Worker Beneficiary Statistics, www.ssa.gov; and
  • In December 2010, there were over 2.5 million disabled workers in their 20s, 30s, and 40s receiving SSDI benefits. Source: Social Security Administration, Disabled Worker Beneficiary Statistics,www.ssa.gov . Please consider whether you need disability insurance on yourself or a loved one today.

Smart business owners will partially fund their buy/sell agreements through disability insurance and will carry disability insurance on key employees to benefit the business. Even if you have a policy through your employer, you should consider an additional policy so that your family does not have to worry about income if you become disabled for even a short period of time.

 

How healthy is your business? Are you SURE? Take a free Legal Checkup today at www.alegalcheckup.com 

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Long term care insurance covers you for the expense of a in-home nursing care, nursing home, hospice care, assisted living, adult daycare, respite care, and Alzheimer’s facilities. As with any other insurance plan, long term care insurance seeks to protect you against a major loss that you can ill afford. When you think of it, the odds of needing nursing home care are a lot higher than

losing your house to fire. Yet, we don’t think of being without homeowners insurance. It is something to consider for yourself or for an aging loved one.

There are five major reasons why people buy long term care insurance:

  1. It allows you to maintain your independence so you won’t have to rely on family members;
  2. It helps to protect your assets against the high costs of long term care;
  3. It will help preserve wealth and/or your children’s inheritance;
  4. It helps make long term care services affordable, such as home health care and custodial care; and
  5. It will help provide you with more options than just nursing home care, and to pay for nursing home care if it’s needed.

As with any insurance product, you will need to perform a risk/benefit analysis to determine if this coverage is necessary for you. Take into consideration your current health, family history, your age, etc.

So, you are thinking of buying a business?  What types of documentation or information should you be seeking from the seller before you agree on a price, sign documents, or pay any money?  This list will get you started:

  • Seller entity information
  • Documents necessary to discover the seller’s full financial Information
  • Physical Assets of the seller
  • Real Estate (owned and leased)
  • Intellectual Property owned by the seller or to which the seller has rights
  • Employee contracts and employee benefits owed
  • Licenses and permits held by the seller
  • Environmental due diligence
  • Taxes (including verification) owed
  • Material contracts with the seller’s customers and suppliers
  • Customer information
  • Currently pending or threatened litigation
  • Insurance coverage

 

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Many homeowners or car owners are shocked, after an accident, to find that their insurance does not pay for all of their losses (or those of someone they injured), or in some cases, even most of their losses.

How Much is Enough?

Whether you have the right amount and type of coverage may well depend on the amount of assets you have to protect. If you make $30,000 a year and rent an apartment, $100,000/ $300,000 coverage may suffice. If, on the other hand, you earn a six figure annual salary, have a business, or significant assets, carrying that little amount of coverage would be foolish. (more…)

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There are state and local licensing requirements to do business in Nevada.

Effective October 1, 2009, the Nevada Legislature transferred the authority for issuance and collection of fees for a Nevada Business License from the Department of Taxation to the Secretary of State.  This step prevented the renewal of company charters by the filing of the “annual list” (whether an LLC, corporation, partnership, etc.) without paying the state business license.

All entities, except nonprofit corporations, movie companies, companies run from home (with certain income limitations), and certain religious organizations, are required to file a State Business License application or renewal at the time their annual list is due (whether they are a Nevada entity or qualifying as a foreign entity).

The business license fee is $200 annually, which may be prorated if your current business license expiration date falls after your annual list due date.  See the Nevada Secretary of State’s website at:  Nevada Secretary of State for more information.

Additionally, there are local business licensing requirements that vary widely depending on your jurisdiction (Clark County, City of Las Vegas, City of Henderson, City of North Las Vegas, etc.).  Before contacting the local jurisdiction, you will need to have organized or qualified your entity with the Secretary of State and have obtained a state business license.

 

By: Guest Blogger Mary Drury, Esq.

Jay Young, Nevada Business Attorney and Arbitrator

Jay Young is a Las Vegas business attorney, commercial litigator, arbitrator, and mediator.  He is also a Super Lawyer.  In fact, the national publication, Super Lawyers recently named Young as one of its Top 100 attorneys in its 2015 Mountain States Lawyers publication.  Additionally, the publication featured a story on Young entitled “The Gospel According to Jay.”

Super Lawyers explains its selection process as follows: (more…)

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Buy-sell agreements can alleviate disputes that can arise between or among owners and can provide for payments to buy out an owner’s interest in the business at an owner’s death or disability without disrupting the ongoing business.   It can avoid family fights, fights between surviving owners and the deceased owner’s spouse, while maintaining the integrity of the company’s goodwill and liquidity. They are an essential part of proper corporate governance for any closely held business. If an owner is unable to continue in the business, the agreement triggers the sale of that owner’s portion of the company at a price designated in the agreement. (more…)

I tried for 15 years to get my friend to do some basic Estate Planning.  I urged him, at a bare minimum, to create a will.  Better, do a full estate planning package: will, living trust, etc.  He assured me he didn’t need my help, and that he had everything “under control” without spending money on an attorney to do a Will and a Trust.  My friend died and I had to help his widow through the financial mess he left behind.  So far, his mistake has cost his widow over $100,000—and it was completely avoidable.

My friend was an extremely intelligent man and very capable in many ways.  But he did not have things “under control”.  Now, his widow will have to spend thousands of dollars in attorney fees, put his estate through probate, and lose almost 1/3 of the assets they worked so hard to accumulate.  His widow is learning through my friend’s mistakes that if you do not have an estate plan, the State will determine who gets your assets, not you.

This article gives an overview of the ways one may transfer assets upon his or her death, discussing the risks and rewards of each method in Nevada.  We will also discuss the estate planning tools that are available to you to avoid the risks associated with each transfer method. (more…)

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Why are you building a business?

In addition to providing yourself employment together with the flexibility, control and responsibility of business ownership, most people build businesses to sell them at a gain in order to retire or to build another business.

 How should you document the sale of your business?

There are primary two ways to sell your business. You can sell the assets or you can sell the equity (typically stock, LLC membership interests, or partnership interests).   These are documented quite differently and can have completely different tax benefits to the parties.  Additionally, a question that needs resolved is whether continuing liabilities of the business remain with the seller or become the obligation of buyer (typically documented by an indemnity from seller). (more…)

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What is a Letter of Intent?

Letters of Intent (“LOI”) can be very useful in setting forth the basic deal points of a transaction, but if they are construed as binding, the parties may get more (or less) than they bargained for.   Surprisingly, it may not be enough to say only once in a LOI that it is not a binding agreement.

In the famous case of Pennzoil v. Texaco, 729 S.W. 2d 768 (1987), the Texas court held that the LOI in that case contained enough terms that the billion plus dollar deal was enforced despite the fact that the LOI specifically said it was non-binding.  The parties were bound to their short form term sheet instead of a deal that contained bargained for and terms with all of the I’s dotted and T’s crossed. (more…)

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If your identity is stolen, the FTC recommends that you immediately take these four steps as soon as possible, and keep a record with the details of your conversations and copies of all correspondence.

Place a fraud alert on your credit reports, and review your credit reports.

Fraud alerts can help prevent an identity thief from opening any more accounts in your name. Contact the toll-free fraud number of any of the three consumer reporting companies below to place a fraud alert on your credit report. You only need to contact one of the three companies to place an alert. The company you call is required to contact the other two, which will place an alert on their versions of your report, too. If you do not receive a confirmation from a company, you should contact that company directly to place a fraud alert. (more…)

What Do I do If I have been sued

 

“NOTICE!” YOU HAVE BEEN SUED.”

These are words none of us ever wants to see.  However, lawsuits are almost an inevitable cost of conducting business in today’s environment.  A recent statistic suggests that over 120,000 Nevada businesses were sued last year alone in Nevada Courts.  An old, but unfortunately true adage to keep in mind: “there are only two types of businesses … those that have been sued already and those that will be sued.”  While I am not sure the future is quite that bleak, all professionals should know what their options and responsibilities are once they have been served with a copy of a complaint.  More importantly, you should know what you can do to help avoid suits. (more…)

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For the first time in years, my wife did not participate in the after Thanksgiving “Black Friday” sales.  Instead, she went on a family paintball outing.  That didn’t stop her from spending several thousand dollars that day, or from opening accounts at Kohls, Target, JC Penny’s, or from applying for a new credit card.  Well, at least it didn’t stop someone using her name from doing those things.

We quickly learned the havoc that can be wreaked from identity theft when someone using evidently well-crafted fake identification containing my wife’s actual name, date of birth, social security number, and home address charged thousands of dollars at various department stores on Black Friday.  It is a problem we are still dealing with, and which we found out probably has its origin in some stolen medical records. (more…)

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What is Disability Insurance?

Disability insurance attempts to insure you against any injury, sickness or illness which would prevent you from earning an income. It is designed to replace up to 66% of your gross income on a tax-free basis should you become disabled. It covers both long term and short term disabilities. Don’t think you need disability insurance?

Consider these sobering statistics:

  • Just over 1 in 4 of today’s 20 year-olds will become disabled before they retire. Source: Social Security Administration, Fact Sheet March 18, 2011;
  • Over 36 million Americans are classified as disabled; about 12% of the total population. More than 50% of disabled Americans are in their working years, from 18-64. Source: U.S. Census Bureau;
  • 8.3 million Disabled wage earners, over 5% of U.S. workers, were receiving Social Security Disability (SSDI) benefits at the conclusion of March 2011. Source: Social Security Administration, Disabled Worker Beneficiary Statistics, www.ssa.gov; and
  • In December 2010, there were over 2.5 million disabled workers in their 20s, 30s, and 40s receiving SSDI benefits. Source: Social Security Administration, Disabled Worker Beneficiary Statistics,www.ssa.gov . Please consider whether you need disability insurance on yourself or a loved one today.

Smart business owners will partially fund their buy/sell agreements through disability insurance and will carry disability insurance on key employees to benefit the business. Even if you have a policy through your employer, you should consider an additional policy so that your family does not have to worry about income if you become disabled for even a short period of time.

 

How healthy is your business? Are you SURE? Take a free Legal Checkup today at www.alegalcheckup.com   

 

So, you are thinking of buying a business?  What types of documentation or information should you be seeking from the seller before you agree on a price, sign documents, or pay any money?  This list will get you started:

  1. Seller entity information
    2.         Documents necessary to discover the seller’s full financial Information
    3.         Physical Assets of the seller
    4.         Real Estate (owned and leased)
    5.         Intellectual Property owned by the seller or to which the seller has rights
    6.         Employee contracts and employee benefits owed
    7.         Licenses and permits held by the seller
    8.         Environmental due diligence
    9.         Taxes (including verification) owed
    10.       Material contracts with the seller’s customers and suppliers
    11.       Customer information
    12.       Currently pending or threatened litigation
    13.       Insurance coverage

 

A Review of Nevada’s Corporate Law

This article explores the advantages and disadvantages of various types of business entities in Nevada.  Generally, the main advantage of a corporate entity is to shield its owners from placing their personal assets in jeopardy for the obligations of the business.  If you are unsure which entity is right for you, call today 702.667.4828 for a consultation with one of our business attorneys. (more…)

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By: Guest Blogger Donald R. Parker, CFA, AVA |  Gryphon Valuation Consultants, Inc.

Buy/Sell Agreements provide a blueprint for the transfer of business interests, allowing business owners to control and protect their investment and the integrity of the ownership structure.  

These agreements address certain “triggering events” such as the death, divorce or departure of business owners and should be a part of every business planning process.  A well-constructed Buy/Sell Agreement serves five crucial functions:

  • Creates a ready-made market for a company’s shares or membership interests upon the occurrence of well-defined triggering events or under very specific transfer scenarios;
  • Defines a price (value) at which the shares or membership interests will be transferred and the construct of the transaction;
  • Ensures that any transaction is funded in a predefined manner;
  • Imposes transfer restrictions that protect the integrity of the ownership structure; and
  • Allows for succession and estate planning needs while mitigating possible conflicts.

(more…)

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An asset purchase agreement crossed my desk recently with a provision that allowed the buyer to post a notice on the door that there was a pending transfer of the business.   Also included in buyer’s proposed purchase agreement was a provision obligating seller to maintain all customers, vendors, and employees against that threat that the buyer could terminate the contract.

Upon review, it appeared that the buyer was setting the seller up to force the seller out of business so that buyer did not actually have to pay any money to eliminate its competitor. It is critically important that confidentiality be maintained during the pendency of the transaction.  There are many ways to do this: (more…)

A defense attorney was cross-examining a police officer during a felony trial. It went like this . . .

Q:   Officer, did you see my client fleeing the scene?

A:   No sir, but I subsequently observed a person matching the description of the offender running several blocks away.

Q:   Officer, who provided this description?

A:   The officer who responded to the scene.

Q:   A fellow officer provided the description of this so-called offender . . . Do you trust your fellow officers?

A:   Yes sir, with my life.

Q:   With your life? Let me ask you this then officer, do you have a room where you change your clothes in preparation for your daily duties?

A:   Yes sir, we do.

Q:   And do you have a locker in that room?

A:   Yes sir, I do.

Q:   And do you have a lock on your locker?

A:   Yes sir.

Q:   Now why is it officer, if you trust your fellow officers with your life, that you find it necessary to lock your locker in a room you share with those same officers?

A:   You see sir, we share the building with the entire court complex, and sometimes lawyers have been known to walk through that room.

With that, the courtroom erupted in laughter, and a prompt recess was called. The officer on the stand has been nominated for this year’s best comeback line and we think he’ll win.

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Many of you have read our popular Seven Deadly Business Sins outline. One of those sins is the incomplete contract (which admittedly happens unintentionally through vague or forgotten terms).   Perhaps even worse than the incomplete contract is the agreement-to-agree contract.

What is an Agreement to Agree Contract?

An agree-to-agree contract is one where the parties agree to determine a business or legal term later.  From a legal standpoint, certain contracts must be in writing (and are not binding if they are not documented in writing).  Examples include agreements concerning real estate, agreements to answer for the debts of another, etc.   This concept under English common law was known as the Statute of Frauds.  In Nevada, it can be found in NRS Chapter 111.

Also from a legal standpoint, certain key terms must be pre-agreed, most notably, price, to be enforced.  Most often a court will enforce a contract that has a mechanism for determining price, such as an appraisal, but absent such a process, the contract will most likely not be deemed enforceable.

From a practical perspective, a key point in drafting all of the terms of an agreement is to be clear about each party’s obligations so that the deal goes smoothly.  If points are left to be discussed and determined later, even well-meaning parties can honorably disagree.

The fate of disagreements under the agree-to-agree contract is typically litigation, unless the contract addresses what happens when negotiations go awry.   An example might be authority granted to a specific person to determine a specific term.    My opinion is that the challenge of determining that person and process is greater than just agreeing now on the particular agree-to-agree term.

By Guest Blogger Mary J. Drury, Esq.

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This article is a story about an out-of-state friend and the poor advice and poor service she received from multiple CPAs.  The story is told with my friend’s permission with the hope others will heed the warning.  Be sure to tell your professional advisors (lawyer, accountant, insurance representative, financial advisor) all of your goals.

My friend (jet’s call her “Nancy”) CPA failed to timely file her “S” Election.  For those who do not know, an S Election is a tax election whereby an eligible entity with one class of stock and not more than 100 shareholders, among other requirements, can elect under Subchapter S of Chapter 1 of the Internal Revenue Code (Sections 1361 through 1379) tax treatment similar to that of partnerships, namely, that income passes through to the shareholders of the corporation and is not taxed at the corporate level. (more…)

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