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Category: Business Law

Officers and Directors Owe Fiduciary Duties to the Corporation

Posted on October 10, 2017January 9, 2024 By Jay Young No Comments on Officers and Directors Owe Fiduciary Duties to the Corporation
Officers and Directors Owe Fiduciary Duties to the Corporation
Officers and Directors Owe Fiduciary Duties to the Corporation

In Nevada, both the officers and directors of a corporation owe it fiduciary duties.  NRS 78.138.  Those duties include the duty of care and the duty of loyalty.  A fiduciary is a “person who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes to another the duties of good faith, trust, confidence, and candor” and loyalty.  Black’s Law Dictionary (8th ed.2004).  NRS 78.138 and 78.139 declare the duties specifically owed by a corporation’s fiduciaries.  

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Election for Directors of a Corporation

Posted on October 3, 2017 By Jay Young No Comments on Election for Directors of a Corporation
Elections for Directors of a Corporation
Elections for Directors of a Corporation

The election of directors of a corporation must be held at the annual shareholders meeting by a “plurality of the votes cast at the election” unless the corporation’s articles of incorporation or bylaws require more than a plurality. NRS 78.330.  If for any reason directors are not elected pursuant to NRS 78.320 or at the annual meeting, they may be elected at any fairly noticed special meeting of the shareholders. NRS 78.330(1).    Moreover, shareholders owning at least 15% of the voting power may apply to the district court to order the election of directors if a corporation fails to hold a meeting within 18 months of its last meeting.  NRS 78.345(1).

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Corporate Annual Meetings: What They are and Why You Must Hold and Document Them Correctly

Posted on September 26, 2017January 9, 2024 By Jay Young No Comments on Corporate Annual Meetings: What They are and Why You Must Hold and Document Them Correctly
What Are They and Why You Must Hold and Document Them Correctly
Corporate Annual Meetings: What Are They and Why You Must Hold and Document Them Correctly?

Corporate Annual Meetings: What They are and How to Hold and Document Them Correctly            

A corporation in Nevada is recommended to hold an annual meeting of its shareholders or members.  The meeting may be held anywhere, but must be held in the location and manner provided for in the articles of incorporation and/or bylaws of the corporation.  Unless otherwise provided in the articles of incorporation or bylaws, the entire board of directors, any two directors, or the president may call annual and special meetings of the shareholders and directors.  NRS 78.310.

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Initial List of Officers and Directors

Posted on September 19, 2017 By Jay Young No Comments on Initial List of Officers and Directors
Business Entities: Initial List of Officers and Directors and State Business License.
Business Entities: Initial List of Officers and Directors and State Business License.

One of the requirements to start a new corporation in Nevada is to complete and file an Annual List of Officers, Directors, and Resident Agent with the Secretary of State’s office “on or before the last day of the first month after filing the articles of incorporation.”  NRS 78.150.

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Business Entities: What is a Registered Agent in Nevada?

Posted on September 12, 2017 By Jay Young No Comments on Business Entities: What is a Registered Agent in Nevada?

In legal terms, a Registered Agent (“RA”) is a person or business who is designated by a business entity registered with the state to receive service of process when that entity is sued.  Service of process is the formal procedure for informing a company that legal action has been filed against it and requiring it…

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Business Law, Corporate Governance, J

Joint Venture Versus Partnership: What is the Difference?

Posted on September 5, 2017January 9, 2024 By Jay Young No Comments on Joint Venture Versus Partnership: What is the Difference?

            A joint venture is a contractual relationship in the nature of an informal partnership wherein two or more persons conduct some business enterprise, agreeing to share jointly, or in proportion to capital contributed, in profits and losses.  A prime example we see often is a venture for the development of land.  In this example, one venturer may own real property and may agree to allow a second venturer to build improvements (an office building, for instance) on the real property and that the venture will sell the real property with the improvements and share in the profits at an agreed-upon rate.

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Why You Should Never Refer to Someone as Your Partner

Posted on August 29, 2017February 3, 2024 By Jay Young No Comments on Why You Should Never Refer to Someone as Your Partner

Partnership by Estoppel in Nevada Partnership by estoppel is a statutory recognition that someone “represents himself or herself, or consents to another representing him or her to any one, as a partner” and should therefore be held responsible as a partnership under the law.  NRS 87.160(1).  A partner is an association of two or more…

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Business Law, J, Litigation

Nevada Partnership Formation and Law

Posted on August 24, 2017 By Jay Young No Comments on Nevada Partnership Formation and Law
Nevada Partnership Formation and Law
Nevada Partnership Formation and Law

I hear people refer to those with whom they do business as their “partners” frequently.  I even hear this from people who are really shareholders in a corporation or members in a limited liability company.  I am fairly certain that if most of them understood the potential liability of forming a true partnership, they would never call themselves someone’s partner ever again.  Partnerships are relatively easy to form (beware: some court decisions and Nevada’s statutes have held that a partnership can be formed just by telling those with whom you are doing business that you and another person are “partners”), requiring simply an association of two or more persons doing business together for a profit.  NRS 87.060(1).  Every partner is a fiduciary to the other partner(s).  That means the partner has a legal duty to act in the best interests of his or her partners and of the partnership rather than acting in his or her own interest.  NRS 87.210.

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance, J

Misappropriation of Trade Secrets in Nevada

Posted on August 4, 2017 By Jay Young No Comments on Misappropriation of Trade Secrets in Nevada

How Does a Party Prosecute an Action for Misappropriation of Trade Secrets? NRS 600A.030(2) defines “misappropriation” as: (a) Acquisition of the trade secret of another by a person by improper means; (b) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired…

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Business Law, Corporate Governance, Employment Law, Intellectual Property, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

The Business Owner’s Toolbox

Posted on July 25, 2017May 12, 2025 By Jay Young No Comments on The Business Owner’s Toolbox
The Business Owner’s Toolbox

How to Start Your Business

So, You Want to Own Your Own Business in Nevada?
A Primer on Types of Business Formations In Nevada
Three Popular Nevada Business Entities and How to Structure Them
Thinking of Opening a Nevada Business?  Here Are Some Things You Should Know About Licensing
Why You Should Never Refer to Someone as Your Partner
Nevada Partnership Formation and Law
Types of Partnerships Under Nevada Law
Joint Venture versus Partnership: What is the Difference?

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Jay Young | Retired Las Vegas, Nevada Judge | Mediator | Arbitrator | Special Master
Jay Young

Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee.  Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com

Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.

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Business Law, Corporate Governance

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