Category: J

The Buy-Sell Agreement is Arguably The Most Important and Most Overlooked Business Agreement

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The Buy-Sell Agreement is Arguably The Most Important and Most Overlooked Business Agreement
The Buy-Sell Agreement is Arguably The Most Important and Most Overlooked Business Agreement

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.

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

The Elements for a Claim of Breach of an Express Warranty

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In Nevada, the elements for a claim of breach of an express warranty are: Existence of an express warranty (an affirmative act or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain that the goods shall conform to the affirmation or promise);…

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

Elements for a Claim of Respondeat Superior

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In Nevada, vicarious liability (respondeat superior) is a derivative action based on some status relationship between the accused and a primary tortfeasor, such as an employer-employee situation. A tortfeasor is employed by the defendant; The Tortfeasor was under the defendant’s control and acting in the scope of the tortfeasor’s employment at the time the tort…

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J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

The Elements for a Claim of Breach of the Duty of Loyalty

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In Nevada, the elements for a claim of breach of the duty of loyalty are: Defendant is a fiduciary to Plaintiff company; Defendant owed plaintiff the duty of loyalty, requiring defendant to maintain, in good faith, the corporation’s and its shareholders’ best interests over anyone else’s interests; Defendant breached the duty of loyalty; and Causation…

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

What Happens To My Stuff When I Die?  Estate Planning Made Easier

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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.

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Estate Planning, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

The Elements for the Claim of Breach of the Covenant Not to Compete

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Generally, a Covenant Not to Compete is “[a]n agreement, generally part of a contract of employment or a contract to sell a business, in which the covenantor agrees for a specific period of time and within a particular area to refrain from competition with the covenantee.”  Black’s Law Dictionary 364 (6th ed. 1990).   The Covenant Not to Compete is known by multiple other names: the “restrictive covenant,” “non-competition agreement,” or as an “agreement not to compete” (hereinafter the “Covenant”).  Griffin Toronjo Pivateau, Putting the Blue Pencil Down: An Argument for Specificity in Noncompete Agreements, 86 Neb. L. Rev. 672, 675 (2008).

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

Does Your Business Comply With Nevada’s Workplace Safety Program Laws?

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Does Your Business Comply With Nevada’s Workplace Safety Program Laws?
Does Your Business Comply With Nevada’s Workplace Safety Program Laws?

Does your company have a Written Safety Program?

Did you know that a Written Safety Program is required by law?  Every employer in Nevada which has 11 or more employees or which manufactures explosives is required to have a written Safety Program.

Your Written Safety Program (“WSP”) must include:

  • A training program for employees, targeting areas of specific concern or where there have been recurring injuries;
  • If you have more than 25 employees, or manufacture explosives, you must have a safety committee which includes an employee representative.  Your employee representative on the safety committee must be paid “as if that employee were engaged in the employee’s usual work activities” for time spent on the committee;
  • The WSP manual and training must be available in a language and format that is understandable to each of your employees;
  • A statement explaining that the managers, supervisors, and employees are responsible for carrying out the program;
  • An explanation of the methods used to identify, analyze, and control new and existing hazardous conditions; and
  • A method for ensuring that employees comply with the safety rules and work practices.

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

FAQ: What You Should Know About Selling Your Business

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FAQ: What You Should Know About Selling Your Business
FAQ: What You Should Know About Selling Your Business

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).

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

Stricter Requirements for Objections to Discovery Requests Under Federal Rules of Civil Litigation

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Under the most recent version of the Federal Rules of Civil Procedure, a party objecting to a request for production of documents may not rely on the hackneyed objection that the request is “not reasonably calculated to lead to the discovery of admissible evidence.”  Under the new standard, the threshold question is whether a request…

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J

Trademarks & Copyrights – An Intellectual Property Primer

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Trademarks & Copyrights – An Intellectual Property Primer
Trademarks & Copyrights – An Intellectual Property Primer

Trademark Defined

A trademark is a word, name, symbol, or device that is used to distinguish one’s goods from others’ goods.  A service mark is a mark that is used in the marketing of services rather than goods. The processes for protecting trademarks and service marks are the same, so for simplicity, we will use the term “mark”.

Marks can be protected in three ways: common law use, federal registration, and state registration.  You do not have to register a mark under the common law; rights in a mark can be established by proof of legitimate use of the mark. However, only limited protection is provided under the common law.

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