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Category: Corporate Governance

Elements for the Claim of Usurpation of Corporate Opportunity in Nevada

Posted on March 17, 2016January 9, 2024 By Jay Young No Comments on Elements for the Claim of Usurpation of Corporate Opportunity in Nevada

In Nevada, the elements for a claim usurpation of corporate opportunity are: Defendant is a fiduciary to a company; Defendant appropriates for her own use, an opportunity that should belong to the company; The competing business is operated to the detriment of the Plaintiff company; Defendant has an interest or expectancy in the competing business’s…

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

The Upside of Federal Trademark Registration

Posted on November 4, 2015January 9, 2024 By Jay Young No Comments on The Upside of Federal Trademark Registration

I have seen it many times.  A company grows from the kitchen table to a storefront and builds a successful enterprise.  The owner sweats and toils for years to build brand awareness and goodwill.  Things are finally gaining momentum for the once struggling business and they feel they are about to “make it”.  Then they…

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

Thinking of Forming Your Business Using an Online Service? Is it Tantamount to Playing Russian Roulette?

Posted on October 20, 2015 By Jay Young No Comments on Thinking of Forming Your Business Using an Online Service? Is it Tantamount to Playing Russian Roulette?

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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.

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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, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Buying A Business:  Are The Assets Free And Clear Of Liens?

Posted on October 19, 2015January 9, 2024 By Jay Young No Comments on Buying A Business:  Are The Assets Free And Clear Of Liens?

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.

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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, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Due Diligence Checklist For Purchasing a Business

Posted on September 22, 2015 By Jay Young No Comments on Due Diligence Checklist For Purchasing a Business

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…

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Business Law, Corporate Governance, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Considering Cashing a Customer’s Check Marked “Paid In Full”?  Think Again!

Posted on August 25, 2015January 9, 2024 By Jay Young No Comments on Considering Cashing a Customer’s Check Marked “Paid In Full”?  Think Again!

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While you may be tempted to cash any check received these days, with a memo noted “paid in full”, the cashing of that check may modify your earlier agreement and extinguish your contract.

For example, say you had an agreement to provide goods or services for $5,000.  You invoice the client.  The client sends you a check for $3,500 with a note marked “paid in full”.  If you cash the check, you may be held to effectively amend the agreement to accept the contract price of $3,500.

So, you ask, what are you to do when you get a check for less than the full amount?  Under the Uniform Commercial Code (UCC), you are not required to return the check; therefore, you could simply destroy the check.  As a business point, and this is not in the UCC, you can negotiate a payment plan or other settlement.

Read More “Considering Cashing a Customer’s Check Marked “Paid In Full”?  Think Again!” »

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, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

The Business Judgment Rule

Posted on August 6, 2015January 9, 2024 By Jay Young No Comments on The Business Judgment Rule

Officers and directors have a fiduciary duty to protect the interests of the corporation and act in the best interests of its shareholders.  Guth v. Loft. fuc., 5 A.2d 503, 510 (Del. 1939).  Where a director is charged with breach of his or her fiduciary obligations, the ‘business judgment’ rule is utilized.  Horowitz v. Southwest Forest Indus., 604 F. Supp. 1130, 1134 (D. Nev. 1985)  The business judgment rule applies to protect managers of limited liability companies just as it does to protect directors of corporations.  Froelich v. Erickson, 96 F. Supp. 2d 507, 520 (D. Md. 2000).

Simply stated, the business judgment rule “bars judicial inquiry into the actions of corporate directors taken in good faith and in the exercise of honest judgment in lawful furtherance of corporate purposes.”  Id.  However misguided the business decision may be, the rule protects directors from judicial review of the wisdom of that decision.  See Citron v. Fairchild Camera & Instrument Corp., 569 A.2d 53, 64 (Del. 1989) (protecting Board decision for an arguably lower offer for the company).

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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.

nevadalawinfo.wordpress.com

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

The Elements for a Claim of Business Disparagement

Posted on July 30, 2015January 9, 2024 By Jay Young No Comments on The Elements for a Claim of Business Disparagement

In Nevada, the elements for a claim of business disparagement are: A false and disparaging statement that interferes with the plaintiff’s business or are aimed at the business’s goods or services; The statement is not privileged; The statement is made with malice; and Proof of special damages. Clark County School District v. Virtual Educ. Software,…

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

Everything You Wanted to Know But Were Afraid to Ask About the DOL’s Proposed Overtime Regulation Changes

Posted on July 10, 2015January 9, 2024 By Jay Young No Comments on Everything You Wanted to Know But Were Afraid to Ask About the DOL’s Proposed Overtime Regulation Changes

By: Michael R. Lied, guest blogger Employers everywhere are seeking ways to understand the U.S. Department of Labor’s proposed changes to overtime regulations under the Fair Labor Standards Act (FLSA) announced this week. The revisions could impact millions of workers and businesses large and small when the final ruling possibly becomes effective next year. This…

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Corporate Governance, Employment Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Thinking About Opening a Business in Nevada? Here are Some Things You Should Know About Licensing

Posted on July 7, 2015January 9, 2024 By Jay Young No Comments on Thinking About Opening a Business in Nevada? Here are Some Things You Should Know About Licensing

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…

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Business Law, Corporate Governance, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

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