ARE VERBAL CONTRACTS ENFORCEABLE?

The answer is yes, if you can prove what the terms were to be. Often, however, the parties to an oral contract have widely divergent views on what those terms were. Today, for example, we settled a case involving a verbal agreement to establish a joint venture to form and operate a new company. The parties to the case, and to the agreement, all invested substantial sums of money and the fledgling business incurred substantial sums of debt to get off the ground. One of the parties ceased making capital contributions to the new business after investing hundreds of thousands of dollars because in his view he had contributed all that was required under the agreement. The other party had quite a different understanding of the “agreement” and expected the other to fund the new business indefinitely. After spending tens of thousand of dollars in attorneys fees and other expenses, including international travel for one of the parties, the settlement that was reached was for each party to simply walk away from the litigation chalking up their respective losses to a bad business decision. Neither party could risk continuing to fund the litigation in light of the uncertainty of the terms of the oral agreement. Had the agreement between them been reduced to writing, one party or the other could have been more confident in the terms and the remedies available.


Are verbal contracts enforceable? Yes – but, they’re also worth the paper they’re written on.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TAXATION AND OTHER FLEXIBILITIES OF A NEVADA LLC

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY


TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

LLCs are advantageous for numerous reasons. First, an LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation, providing much needed flexibility to different businesses. Second, members of an LLC are generally protected from personal liability for acts and debts of the LLC, unless they specifically agree to undertake such liability through the Operating Agreement. Third, LLCs are “pass-through” entities for taxation purposes, i.e. the LLC members, rather than the LLC itself, pay income tax on the LLC’s income, thus avoiding the double taxation issue seen with C-Corporations. Fourth, LLCs in Nevada are treated as entities separate from their members, maintaining perpetual existence. Fifth, membership interests can be separated and assigned, providing the assignee with membership benefits without transferring an actual membership interest. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

WHAT FILINGS ARE REQUIRED FOR A NEVADA LLC?

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY


TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

In Nevada, Articles of Organization must be filed with the Secretary of State to form an LLC. The Articles must set forth the name of the LLC, the name and address of each of its members, and the name and address of one or more of the managers (if any).  The relative rights of the members and managers, as well as the other operating provisions for the LLC, are set forth in the Operating Agreement, which need not be filed with the Secretary of State, thus maintaining the internal privacy of the organization. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

WHO RUNS A NEVADA LLC?

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY
TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

LLCs are governed through a contract, known as an Operating Agreement, between and among the LLC members.  LLCs may be managed by their members according to the members' proportionate ownership interests; however, more common agreements provide for a manager or board of managers to oversee the day-to-day operations of the LLC. These managers are elected or appointed by members in the LLC and may also be removed by the very same members if the Operating Agreement provides such a function. A well-drafted Operating Agreement ensures members' interests are protected; appropriately limits the authority of Managers and provides for the ongoing health of the entity.  Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

WHAT IS A NEVADA LLC?

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY


TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC)

A limited liability company (LLC) is a legal form of business entity that provides limited liability to its owners. It is a combination business entity maintaining certain characteristics of both corporations and partnerships. However, it is often more flexible than a corporation and is an excellent tool for companies with a single owner.

Members of an LLC are the owners of the LLC in the same vein as shareholders are owners of a corporation or partners of a partnership. These owners hold membership interests in the LLC entitling them to a right to receive distributions of capital from the LLC and retain proportionate rights over the LLC based on their membership interests. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

NEVADA CORPORATIONS ARE ALLOWED A PERPETUAL EXISTENCE

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations (continued)

Yet another advantage to the corporate structure is that the corporation can exist perpetually. This allows for stability and accumulation of capital creating investment in projects of larger sizes and accumulation of corporate assets of greater value, leading to greater value for shareholders. This perpetual lifetime feature indicates the boundless potential duration of a corporation’s existence, and its coterminous accumulation of wealth. Prior to making any decision to incorporate in Nevada we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.



Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

INCORPORATING IN NEVADA

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations (continued)

In order to incorporate in Nevada a firm, or its shareholders must submit its articles of incorporation with the Secretary of State. The articles of incorporation establish the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of its directors.  Nevada does not require the identity of the corporation's shareholders to be publicly disclosed.

Most corporations are registered as either a stock or non-stock corporation. Stock corporations sell stock to generate capital and are usually for-profit. Non-stock corporations do not have stockholders, but may have members with voting rights in the corporation. In addition, corporations can take the form of for-profit or non-profit, publicly traded, privately held, closely held, or closed altogether. The wide variety of ways and the ease with which a corporation can be formed in Nevada is one of the many reasons for Nevada's popularity as a corporate domicile. Prior to making any decision regarding incorporation we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

WHAT IS A CORPORATION?

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations

A corporation is a legal entity separate from the individuals that form it. The defining feature of a corporation is its legal independence from the people who create it. If a corporation fails, or dissolves, shareholders (in general) only lose their investment, and employees their jobs, but neither will be further liable for the debts owing to a corporation’s creditors, unless they made an agreement to be personally liable.

Corporations require a special legal framework that grants a given corporation legal personality. As such, corporations have the ability to sign binding contracts, pay taxes in a capacity separate from shareholders, and own property. In addition, a corporation’s legal personality grants creditors priority over corporate assets upon liquidation (or insolvency) and corporate assets cannot be withdrawn by shareholders, nor can assets of the firm be removed by creditors of a shareholder. Prior to making any decision regarding incorporation we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

BUSINESS OWNERS CAN FOCUS ON BUSINESS WHEN NOT WORRIED ABOUT PERSONAL LIABILITY

WHY IS IT IMPORTANT TO LIMIT PERSONAL LIABILITY?

By reducing the risk of personal liability in running the business, a business owner is able to focus on business operations, competition and profit, rather than the risk of personal ruin through some unfortunate event. Forming a valid Nevada business entity provides that comfort.  In addition, entity protection comes in varied forms, each with the ability to lend itself to the specific needs of the business. This flexibility allows businesses to grow and become more competitive in an increasingly global market. There are also significant tax advantages to entity protection.

Although upcoming discussions may suggest that entity formation is relatively simple, it would be a mistake to form an entity without first consulting your Nevada business attorney because selecting the right entity that provides your business with the most liability and asset protection can be complex.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

LIMITED PERSONAL LIABILITY THROUGH ENTITY PROTECTION

ENTITY PROTECTION PROVIDES LIMITED PERSONAL LIABILITY

Introduction and the Importance of Your Nevada Business Lawyer

Operation of a business through the formation of a valid Nevada entity is important because it significantly limits one’s exposure to personal liability (especially in Corporations, Limited Liability Companies, and Limited Partnerships). In general, shareholders, officers and directors in a corporation; members of an LLC; and limited partners in a limited partnership are shielded from personal liability for the debts and obligations of the entity, which is legally treated as a separate “person.” This provides that unless there is misconduct, the owner’s own possessions are protected by law, if the business does not succeed or incurs liabilities itself. Prior to making any decision regarding entity protection contact your Nevada business lawyer to ensure that your rights are protected and that you choose the entity that best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Benefits of Nevada's Foreign Trade Zones

INCORPORATING IN NEVADA

Businesses that are involved in international trade can benefit from Southern Nevada's Foreign Trade Zone #89, which is operated by the Nevada International Trade Corporation.  In addition, Northern Nevada is home to Foreign Trade Zone #126.  Foreign Trade Zones were created by Congress in 1934 and are sites within the United States in or near a U.S. Customs port of entry, where foreign and domestic merchandise can be considered as being in international commerce.  A business can use these Trade Zones to defer or eliminate duties on merchandise brought into the United States.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Nevada Law Protects Officers and Directors from Personal Liability

INCORPORATING IN NEVADA

The officers and directors of Nevada corporations enjoy substantial asset and liability protections.  In general, Nevada law protects directors and officers from personal liability from acts committed on behalf of the corporation or by the corporation itself.  In Nevada, in order to "pierce the corporate veil" to seek the personal liability of officers or directors, one must show fraud or manifest injustice - a very significant burden of proof.  Generally speaking, the Nevada corporate veil protects officers and directors from any personal liability for acts committed in those capacities on behalf of the corporation.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 9

INCORPORATING IN NEVADA

Shareholders, officers and directors of Nevada corporations need not be residents of Nevada.  Further, they are not required to be U.S. citizens.  Nevada also does not require that shareholders or officer and directors meetings be held in the state.  Additionally, all corporate offices and director positions may be held by a single person. In contrast to Delaware, Nevada does not require the shareholders or directors of Nevada corporations to report the dates and times of their annual meetings.  Finally, entities formed in other states may be converted into Nevada entities so they can benefit from the advantages and flexibility offered to Nevada corporations.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 8

INCORPORATION IN NEVADA

Entity flexibility is one of the great features of incorporating in Nevada.  With respect to stock, Nevada corporations may issue stock for capital, services, personal property, or real estate, including leases and options.  Further, in contrast to Delaware, Nevada allows unlimited stock of any par value.  In addition, Nevada corporations may purchase, hold, sell or transfer shares of its own stock.  Finally, Nevada entities may purchase, hold, mortgage and convey personal or real property anywhere in the world.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 7

INCORPORATING IN NEVADA

Nevada does not require the public filing of shareholder lists or disclosure of other shareholder information. Also, Nevada corporations are not required to report the number of shares issued and outstanding. This is unlike Delaware, which mandates such disclosure as a basis for calculation of franchise taxes upon the corporation - non-existent in Nevada. Finally, and again unlike Delaware, Nevada does not require a Nevada corporation to disclose its principal place of business, even if outside Nevada.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 6

INCORPORATING IN NEVADA

Privacy is a valued commodity and Nevada's business environment recognizes the importance of it. In general, Nevada has minimal reporting and disclosure requirements, which translates to greater privacy for corporate officers, directors and shareholders. The Supreme Court of Nevada has consistently taken a strong stand in the protection of corporate privacy, even in cases where the corporation in question has failed to adhere to basic corporate formalities. In addition, Nevada has no formal information sharing agreement with the I.R.S. Delaware, by contrast, reports the tax information obtained from Delaware-incorporated entities directly to the I.R.S.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 5

INCORPORATING IN NEVADA

Nevada's tax climate is significantly pro-business. Nevada imposes no inventory tax or state tax on corporate shares. In addition, businesses in Nevada enjoy low sales and property taxes. Businesses in Nevada also benefit from a minimal payroll tax equal to 0.7% of gross wages, with business deductions for employer paid health insurance premiums.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 4

INCORPORATING IN NEVADA

An important consideration for the site of business incorporation is the tax benefit enjoyed or tax ramifications incurred by incorporating in a particular state. Notably, Nevada provides substantial tax benefits to businesses. Significantly, Nevada has no business income tax. In contrast, Delaware imposes a business income tax of 8.7%. Additionally, Nevada has no franchise tax, whereas Delaware imposes a significant franchise tax calculated upon the number of shares issued by the corporation. This franchise tax, zero in Nevada, ranges between $75.00 and $165,000.00 in Delaware.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 3

INCORPORATING IN NEVADA

In recent history, Nevada has consistently been one of the fastest growing states in population in the United States. The growth translates to a greater earning potential for businesses in Nevada. In 2008, Nevada was ranked number two by the Small Business Entrepreneurship Council's Small Business Index, meaning that Nevada is not only attractive for a site of incorporation, but for business longevity as well.

(www.sbecouncil.org/news/display.cfm?ID=2957)

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 2

Incorporating in Nevada

Company formation can be eased through statutory "organizers," such as attorneys, accountants, or professional registered agents, which allows a business owner to focus on running the business while a professional handles the formation of the entity. Nevada is an attractive state to incorporate for all business types. First, Nevada has a long history of a very pro-business environment. Nevada remains the second most popular commercial filing jurisdiction in the country, which can be attributed to Nevada's favorable business climate and low taxes. (www.whynevada.com/commercialrecordings).

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Why Your Company Should Incorporate In Nevada - Blog Series

INCORPORATING IN NEVADA

In comparison to any other state, Nevada affords business entities the most asset protection, tax benefits, privacy, freedom and flexibility. Not only is incorporating in Nevada fast and easy, it is also inexpensive. In recent years, Nevada has actually reduced incorporation fees. Furthermore, maintaining a corporation in Nevada is inexpensive, as Nevada charges only nominal annual fees.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Collecting a Debt in the United States (continued)

Collecting a Debt in the United States (continued)
Enforcing a Judgment Collection:

If you proceed through court to collect a debt and obtain a judgment against a debtor, you will be able to seize the judgment debtor’s money and/or property to satisfy the debt. In order to effectuate this process a judgment creditor must exercise caution to ensure that the assets seized actually belong to the debtor. As with other debt collectors, you must not engage in conduct that is deceptive, harassing, or threatening.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Collecting a Debt in the United States (continued)

Collecting a Debt in the United States (continued)
How to Collect a Debt:

Now that we have a general understanding of what a debt collector can and can’t do we must discuss the actual process of collecting a debt which can take several forms. Most common among these is to simply hire a collection agency, transfer the debt to a collection agency who, in turn, attempts to collect the debt. Upon collection you will b e paid and the collection agency will take some money for their own as payment for their collection services.

Another option for collecting debt is by pursuing the local debt in court. In order to collect a debt through a court in Nevada you must file a complaint with a court having proper jurisdiction. In general, a defendant debtor will not answer a particular complaint leading to a default judgment. Once a default judgment has been entered the debt can be collected and the judgment used as evidence of debt liability. However, default judgments may be set aside for good cause. Nevada courts apply this rule liberally, preferring to hear a case on its merits rather than disposing of it through default. Even if the judgment is upheld, enforcing a judgment collection through the courts of Nevada is difficult and requires the assistance of experienced legal counsel.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Collecting a Debt in the United States (continued)

Collecting a Debt in the United States (continued)
Prohibited Debt Collection Practices in Nevada:

In Nevada, a collection agency, or its managers, agents or employees may not use any device, subterfuge, pretense or deceptive means of representation to collect any debt, nor use any collection letter, demand or notice which simulates a legal process or purports to be from any local, city, state or government authority or attorney. Nevada Revised Statutes 649.375(1).

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Collecting a Debt in the United States (continued)

Collecting a Debt in the United States (continued)
Who is Considered a Debt Collector?

A debt collector, as defined by the Fair Debt Collection Practices Act, is anyone who regularly collects debt on behalf of the original creditor. Original creditors, such as credit card companies and banks, are not considered debt collectors when they attempt to collect debts owed directly to them. Thus, original creditors are not covered under the FDCA. Moreover, the FDCA is somewhat limited in that it only covers consumer debt. This includes personal, familial and household debt, but does not cover business debts or any debt incurred for business purposes. Common types of consumer debt are credit card debt, car loans, mortgages, utility bills and medical debt.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Collecting a Debt in the United States

Collecting a Debt in the United States

In these trying economic times it is essential as a creditor that you paid on time and for the full amount. At Lovaas & Lehtinen, P.C. we have helped numerous clients collect debts due and owing to them, whether it be insurance companies or private individuals. This discussion will focus on specific debt collection practices in the United States, coupled with a brief discussion of those practices in Nevada.

Law Governing Debt Collection Practices in the United States:
Although each state has its own consumer protection laws many have implemented the Fair Debt Collection Practices Act (FDCA). This is a federal law that provides residents of all states with considerable rights and protections against abusive, unfair and deceptive debt collection practices by debt collectors.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreign Companies and the LLC in Nevada (continued)

Foreign Companies and the LLC in Nevada (continued)
Conducting Your Business as an LLC:

An LLC is considered legally organized upon filing the articles of organization with the Secretary of State or upon some later date specified in the articles of organization and the required filing fees have been paid. However, an LLC must not transact or incur indebtedness, except that which is incidental to its organization or obtain subscription for contributions until the company is considered legally organized. With that being said, we encourage you to contact a Nevada business lawyer at the outset of LLC formation to ensure that all of the formalities have been satisfied, which in turn, gives your business the opportunity to hit the ground running.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreign Companies and the LLC in Nevada (continued)

Foreign Companies and the LLC in Nevada (continued)

The Cost of Forming an LLC and the Importance of a Nevada Business Lawyer:
It only costs $75.00 to file your Articles of Organization with the Nevada Secretary of State ($125.00 if you request that your application be expedited). As such, the LLC has become a very popular device for businesses across the United States. Still, just because the process is relatively inexpensive and the forms readable does not mean you should avoid consulting with a Nevada business lawyer prior to forming.

A Nevada business lawyer can educate you on the different types of entity protection to ensure that an LLC is appropriate in your situation. A lawyer can also draft an optional document called an “operating agreement.” Most businesses view these as essential when forming an LLC because they specifically advise members of their duties, voting rights and what happens should a dispute arise. Absent an operating agreement, LLC members are left to seek relief in a court system that is already taxed with voluminous litigation. If you don’t want to leave your valuable management rights in the hands of a judge we highly recommend that you contact a Nevada business lawyer.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreign Companies and the LLC in Nevada

Foreign Companies and the LLC in Nevada

At Lovaas & Lehtinen, P.C., we often form limited liability companies (LLCs) for many of our foreign clients. The first thing you must do when forming an LLC in Nevada is file what are called articles of organization with the Nevada Secretary of State’s Office. These articles outline the name of the LLC, the registered agent for the LLC (one who receives service of process), a dissolution date, and list the LLC members. You may be wondering just who exactly is a registered agent? Since LLCs are considered legally separate from the individuals that form them, the LLC must designate someone to receive service of process, or when the company has been sued. In general, this individual, sometimes referred to as a resident agent, is the company’s attorney or someone within the company who can handle the responsibility of accepting service on the company’s behalf. The required LLC forms can be found at the following website: http://sos.state.nv.us/business/forms/llc.asp.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

How a Foreign Company Can Set up a Corporation in Nevada (continued)

How a Foreign Company Can Set up a Corporation in Nevada (continued)
Conducting Business as a Corporation:

A corporation is considered legally organized upon filing the articles of incorporation with the Secretary of State or upon some later date specified in the articles of incorporation and the required filing fees have been paid. A corporation must not transact or incur indebtedness, except that which is incidental to its organization or obtain subscription for contributions until the corporation is considered legally incorporated. With that being said, we encourage you to contact a Nevada business lawyer at the outset of incorporation to ensure that all of the formalities have been satisfied, which in turn, gives your business the opportunity to hit the ground running.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

How a Foreign Company Can Set up a Corporation in Nevada (continued)

How a Foreign Company Can Set up a Corporation in Nevada (continued)

The Cost of Incorporation and the Importance of a Nevada Business Lawyer
As with many legal questions, the answer depends on the circumstances surrounding a given situation. The filing fees in Nevada are based on the number of shares the corporation is allowed to authorize, which are documented in the articles of incorporation. The filing fee could be as little as $75.00 or as much as $35,000 depending on the number of shares involved.

A Nevada business lawyer can educate you on the various kinds of entity protection to ensure that the corporate structure is right for you. In the event that incorporation is deemed appropriate an attorney can help you draft by-laws, or laws governing the corporation’s operation. These by-laws can define ownership rights, voting rights, and dispute resolution processes. In short, a Nevada business lawyer can partner with you, explain the differences between entities, and ensure that your corporate governance is well-documented and your assets significantly protected.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

How a Foreign Company Can Set up a Corporation in Nevada

How a Foreign Company Can Set up a Corporation in Nevada

At Lovaas & Lehtinen, P.C., we often incorporate the business of our foreign clients because the corporate model offers significant asset protection and potential for substantial revenue-making. This discussion briefly tackles the steps you must take in order to incorporate your business in Nevada.

There are multiple pieces of information requiring disclosure within the incorporating document called the Articles of Incorporation. In these articles you must state the name of the corporation, the number of shares it is allowed to issue, the corporation’s governing board, the corporation’s purpose, a listing of the incorporators, and a registered agent. Registered agents are individuals appointed by the corporation to receive service of process, or documents indicating that a suit has been brought against the entity.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Buying a Business and Property in Las Vegas (continued)

Buying a Business and Property in Las Vegas (continued)
Contacting a Nevada Business Lawyer or Related Professional:

Before buying a business or property in Las Vegas we highly recommend that you contact a local business lawyer who will be able to help you consummate your business transaction. However, attorneys are not the only option in this diverse field. Business brokers/brokerage firms and real estate agents will also be able to help you purchase a business and property in Las Vegas. Finding the right business and the right location can be difficult and it is important that you contact multiple parties with knowledge of the process prior to making your purchase.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Buying a Business and Property in Las Vegas (continued)

Buying a Business and Property in Las Vegas (continued)
Submitting the Bid:

When you get down to the point where you are going to submit a bid on the property it is essential that you contact a lawyer, broker, or real estate agent because they can help you analyze your business situation and the market temperature related to the subject property. Brokers and real estate agents can show you multiple property and business locations which is essential to making the correct property decision for your business. Once you discover the property that best suits your business needs make an offer, and if the seller accepts the offer, schedule a closing date.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Buying a Business and Property in Las Vegas (continued)

Buying a Business and Property in Las Vegas (continued)
Make Sure Your Credit is in Order:

Prior to making an attempt to purchase a business and/or property make sure that your credit is in order. In these troubling economic times it can be difficult to obtain the credit necessary to fund your business. If you are starting a new business, commercial lenders will use your personal credit history to determine whether to approve a loan. It is also important to get a pre-approval notification from a commercial lender prior to actually commencing any transaction. This just gives you added insurance that you will or will not be able to afford the business or property you are looking at.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Buying a Business and Property in Las Vegas

Buying a Business and Property in Las Vegas

Affordable housing, a strong job market, and a robust tourist-driven economy are all reasons to purchase a business and property in Las Vegas. The process can be tricky making it vital to gather as much information as possible from varying sources relating to your potential purchase.

Assessing your Business Needs Prior to Making a Purchase:

Before looking at different locations you must determine what your needs are as a business owner. Run the gamut of questions through your mind prior to making a purchase; these questions include: (1) Will customers or clients be visiting the location? (2) What is my budget? (3) How many employees will I need to effectively run my business? These essential questions will help tailor your property and business interests leading to competent and effective decision-making.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

The Importance of Registering Your Business Entity with the State

The Importance of Registering Your Business Entity with the State

Prior to the introduction and passage of Senate Bill No. 350 (SB350) a fine for local and national businesses conducting business in Nevada without licensure from the Secretary of State was $500. However, this new legislation dramatically increases the fine imposed under Nevada law if a business fails to register. The bill increases from $500 to a minimum of $1,000 and a maximum of $10,000 the fine imposed on business entities that transact business in this State without registering with the Secretary of State or otherwise qualifying to do business in this State.

In addition to the fine impose, the district attorney or attorney general may recover the cost of a proceeding to recover the fine if they prevail. Businesses must ensure that they are in compliance with local regulations, and any state regulations relating to their business. Finding local counsel or a global business lawyer is one way to protect your company from the potential hardships this new legislation may impose.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Nevada Edging Closer to Intermediate Court of Appeals (continued)

Nevada Edging Closer to Intermediate Court of Appeals (continued)

Attorneys across Nevada have been advocating for a court of appeals for many years now and it seems their persistence will soon pay-off. Long-standing attorneys have argued that the “justice” rendered by Nevada courts will significantly lower if an appeals court is not created in the near future. Certain appeals will be expedited and a number of cases will be lifted from the substantial burden plaguing the Nevada Supreme Court at this very moment. Nevada has, in essence, reached the “prerequisite” level of maturity to be afforded an appellate court.

Since Senate Joint Resolution (SJR) has passed through both houses on two occasions, the decision now comes down to the electorate. If passed, Nevadans will obtain another notch on their constitutional belt of guarantees, more specifically a right to a fair and speedy trial. It is our belief that the resolution will be passed by a substantial majority of voters, but, as with any political issue, nothing is guaranteed. In fact, similar proposals were made in Nevada in 1980 and 1992, only to be rejected by voters. But, times have changed and the hope is that this time around voters will recognize the need for an appellate court and its accompanying benefits. Individuals will have access to another judicial source to settle their legal disputes and the Supreme Court will have in place an additional filtering device to screen out those cases lacking sufficient merit.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Nevada Edging Closer to Intermediate Court of Appeals

Nevada Edging Closer to Intermediate Court of Appeals

As Nevada continues to grow, it is becoming increasingly apparent that the Nevada Supreme Court deserves assistance in adjudicating appeals. The average judge on the Nevada Supreme Court hears over 320 cases a year. This is easily one of the largest caseload of any state supreme court in the United States. Accordingly, in March of 2007, the Supreme Court provided a report to the Nevada Legislature identifying how the Supreme Court could implement an intermediate court of appeals, should the people of the state permit it through constitutional amendment, and the legislature implement it in 2011. Thankfully, the resolution has been approved by a majority of members in both houses of Congress. The final step is to obtain approval from the voters. If a majority of voters vote in favor of the measure, it will become part of the Nevada Constitution (Article 19, Section 1).

From estimates of those who closely in proliferating this significant change it would cost around $1.6 million to implement. The proposal would use the same clerk’s office as the Supreme Court, the existing central legal staff, and the existing Supreme Court personnel to support the work of the court of appeals. Moreover, it would be located at the Regional Justice Center in Las Vegas, Nevada (Clark County) because that is where the highest number of cases to be assigned to the court would come from.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreclosure and Mediation Process (continued)

Foreclosure and Mediation Process (continued)

If you are a lender or the beneficiary of a mortgage note or deed of trust you may be asking yourself, am I the only one that can be found to have participated in bad faith? In general, yes. The borrower is given extensive rights under these new provisions and generally viewed sympathetically. Rightly or wrongly, it would be difficult to find that a homeowner participated in bad faith. They do not have to accept a lender proposal or modification, even if they are reasonable or advantageous. However, they can suffer more severe consequences, by way of foreclosure on the lender’s terms, if they fail to adopt a reasonable proposal by the lender (which equates to good faith).

The new changes are offered primarily for the protection of homeowners, yet they retain nuggets of incentives for lenders as well. For example, the 90 day foreclosure period is still in effect, despite mediation and petition for judicial review. However, since the law is so new, no one really knows whether or not a petition for judicial review will stay foreclosure proceedings past the 90 day period. I tend to believe that it will, but expedited hearings are not out of the question.

As noted above, if you find yourself in foreclosure mediation proceedings contact a local business or real estate attorney at your earliest convenience. Additionally, please do not hesitate to contact us should you have any questions about the new foreclosure process and mediation.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreclosure and Mediation Process (continued)

Foreclosure and Mediation Process (continued)

If either party does not agree with the mediator’s decision they may appeal that decision with their appropriate district court. Id. Either party could file a petition for judicial review with the district court in the county where the notice of default was properly recorded seeking a determination of bad faith participation and sanctions pursuant to NRS 107. All such petitions must be filed within 15 days of the date of the mediator’s statement and shall be reviewed by the district court within 60 days of the service of the petition. Id.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreclosure and Mediation Process (continued)

Foreclosure and Mediation Process (continued)

The biggest change the foreclosure mediation program has thrust upon lenders is the facts that they must be found to have participated in good faith in order to foreclose. Id. At this point, you may be asking yourself what constitutes “good faith?” At the very least, it means the lender made some reasonable offers, did not bring an “agenda” into the mediation, and brought supportive documents indicative of the original loan. The lender or “beneficiary of the deed of trust shall bring to mediation the original or certified copy of the deed of trust or mortgage note.” AB149 § 4. Moreover, if “the beneficiary of the deed of trust is represented at the mediation by another person, that person must have authority to negotiate a loan modification on behalf of the beneficiary of the deed of trust or have access at all times during the mediation to a person with such authority.” Id. If a beneficiary fails to provide adequate documents or representation they will be found to have participated in bad faith and will be unable to foreclose on the subject property.

Even worse for the lender is the prospect of court interference should the mediator made a finding of bad faith participation. “The court may issue an order imposing such sanctions against the beneficiary of the deed of trust or his representative as the court determines appropriate, including, without limitation, requiring a loan modification in the manner determined by the court.” Id. at § 5. Thus, good faith participation on the part of the lender is essential to foreclosing on a particular property, or at least arriving at a beneficial solution. In order to foreclose, once mediation has been elected, the lender must obtain a certificate of good faith participation in mediation. NRS 107.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Foreclosure and Mediation Process (continued)

Foreclosure and Mediation Process (continued)

Once a party has requested mediation, a mediator will be chosen and a date given by the foreclosure mediation office (either in Carson City or Las Vegas). Id. On the date of scheduled mediation both parties will arrive and the mediator will discuss possible solutions with the parties. In many cases the mediator will take each party to a separate room to discuss options and get a feel for what each party is thinking. This process of isolating either the lender or the borrower is known as caucusing. After caucusing, the mediator will present each party’s concerns and potential solutions to the adverse party. If the parties are amenable to a loan modification, or some other result, then the agreement will be drafted by the mediator for both parties to sign.

As with any matter involving substantial rights it is important that you obtain an attorney when going through the foreclosure mediation process. They will be able to advise you of your rights and may facilitate the best possible result in your situation.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

New Foreclosure and Mediation Process

New Foreclosure and Mediation Process

With foreclosures in Nevada at an all time high it came as no surprise that the Nevada legislature would address this growing problem. In order to effectuate legitimate foreclosures Assembly Bill No. 149 (AB149) was passed. This particular bill makes several changes to the foreclosure process and provides incentive for both parties (lender and borrower) to discuss possible solutions in the event of borrower default.

AB149 provides for mandatory mediation when requested by a grantor or person who holds title to a particular property. This mediation shall take place within 90 days after recording a notice of default and election to sell. NRS 107. With the onset of this new provision (took effect on July 1, 2009) lenders must send an application form called an Election of Mediation with a Notice of Default. Id. Since the term election is used, either party has the right to request mediation, in other words, it is not automatic. Id.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Legislative Changes on the Collection of Credit Card Debit

Legislative Changes on the Collection of Credit Card Debit

Existing law provides that an issuer of a credit card may establish liability for credit card debt by producing a written application for the credit card signed by the cardholder or by evidence that the cardholder incurred charges and made payments on the card. NRS 97A.160. A new bill passed by the Nevada Legislature provides that a judgment cannot be entered in favor of a subsequent purchaser of credit card debt who attempts to collect on the debt unless the purchaser establishes liability for the debt in the same manner as the issuer above. Assembly Bill No. 472.

This new legislation provides significant consumer protection by making it more difficult for subsequent credit card purchasers to obtain a judgment. It also informs debtors of suits that have been commenced against them for credit card debt and by whom. The purpose of the bill is to enable the person being sued for a credit card to know which debt is implicated and what credit card company formed a basis for the suit. Accordingly, the original information and issuer of the credit card must be identified by a subsequent purchaser.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Conclusion

Business courts can be found around the globe and in places one would not think to look. Business courts have been appearing on an international scale in Europe, Asia, Africa, and the Americas, in countries with common law systems and in those with civil law systems. In addition, business courts have been proposed and under serious consideration in the British Virgin Islands, Peru, Pakistan, and India. The rationale behind the creation of so many business courts stems from the need for more specialized courts and judges with the ability to handle complex commercial litigation matters. In other words, efficiency and expertise matter. With the onset of globalization and the ever-increasing interconnectivity of the earth’s population, business transactions will continue to burgeon; requiring more specific direction and expertise from the world’s various judicial systems.

It is also important to note that there appears to be a growing consensus in some of the world’s leading common law international financial centers that dedicated commercial courts are an important part of the business infrastructure. The trend is spreading from major metropolitan areas like London, Hong Kong and Sydney to “offshore” financial centers such as Bermuda, and the British Virgin Islands. This blog focused mainly on European and U.S. courts but it is important to appreciate that business courts are in use in a number of emerging jurisdictions in Africa and Asia as well (e.g. Kenya, Malaysia, Philippines, Tokyo and Uganda). In closing, business courts are becoming more common with the goal of expediting litigation in a competent, judicious manner.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Hungary also lacks a business court. In general, business related litigation is tackled by the local courts in the country. Hungary’s judicial system is a four-level system containing: (1) local courts; (2) regional courts; (3) high courts of appeal; and (4) the Supreme Court. Hungary is currently in the midst of a massive judicial overhaul in an effort to digitize court filings and other matters pertaining to litigation. With its inception in the European Union Hungary has made this change to cooperate and fully comply with EU policies regarding education of court personnel.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Japan’s post World War II Constitution dictates that “all judges shall be independent in the exercise of their conscience and shall be bound only by this constitution and the Laws.” (Article 76). Japan’s court system is divided into four basic tiers: (1) summary courts – which handle small claims civil cases, as well as minor criminal offenses; (2) District Court – which handles felony cases, bankruptcy cases, as well as civil cases where the disputed amount is over ¥1,400,000; (3) High Courts – similar to our circuit court of appeals, containing a special district for the Intellectual Property High Court; and (4) the Supreme Court which only hears cases when there is either an error in the interpretation of the Constitution or an error in the interpretation of case law from the High Court or the Supreme Court.

District Court handles most commercial and business related litigation in much the same fashion as our own district courts do the same. As such, there is no business court within Japan containing specialized judges to oversee complex business litigation. Although it would not be surprising to see a business court in the near future considering Japan already has a few specialized courts like Family Court and the Intellectual Property High Court.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

China does not have a specialized business court per se but it does have Courts of Special Jurisdiction that cover matters related to railway transportation and water transportation. China maintains a four-level system of courts where the Supreme People’s Court in Beijing is the highest level, followed by the “high people’s court,” the “intermediate people’s court,” and the “basic people’s court.” Although there is sentiment around the globe that the Chinese political structure fails to recognize some of the more basic human rights, the courts continue to be relatively independent, except in matters where important political issues are involved. Thus, when doing business in China, make sure that you understand the laws related to business with an understanding that if violated, you may be subjected to Chinese jurisdiction.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Canada

The only business court located in Canada can be found in Toronto, Ontario. The Superior Court of Justice has established the Commercial List which is comprised of a team of judges who have experience in managing complex commercial litigation. The Commercial List has been met with considerable approval and has helped expedite many complex cases through the litigation process. Considering the expeditious nature and specialized function the court performs it’s hard to imagine complex commercial litigation not proceeding through this specialized court, but the Commercial List is voluntary, except in matters involving bankruptcy. Based upon the applied success of the Commercial List one would expect similar courts to crop up across Canada in the near future.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

European Union Courts

The European Court of Justice is the highest court in the European Union with respect to matters involving European Union law. It is tasked with interpreting EU laws and ensuring its equal application across all EU member states. The court is assisted by a lower court, the Court of First Instance which has jurisdiction over direct actions brought by natural or legal persons, and by the Civil Service Tribunal which hears cases brought by employees of the EU’s varied institutions. The Court of Justice hears a wide range of cases, including cases involving trade disputes among member states. The Court has competence to rule on applications for annulment or actions for failure to act brought by a Member State or institution, actions against Member States for failure to fulfill obligations, references for a preliminary ruling and appeals against decisions of the Court of First Instance. Although no special business court exists the above courts handle many cases concerning business litigation effectuating competent results.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

National Systems of Commercial Courts

The above examples provide for the establishment of national business courts, while some countries actually organize a system of national courts, consisting of both trial and appellate courts. In this type of system, jurisdictional requirements tend to be less rigorous. In general, the matter in dispute simply needs to involve one or more businesses, domestic or foreign, and relate to an issue of commerce. This pattern is older than the business court model, and is often found in civil law systems.

The most appropriate example of a nationalized commercial court system can actually be found in France. France has long had a national system of commercial courts, including both courts of first instance (trial) and appellate courts. In total, there are almost 200 commercial courts throughout the country. The commercial courts do not impose jurisdictional requirements on litigants meaning any commercial case, whether routine or complex, can be heard in the commercial courts. In addition, the judges hearing such disputes are not required to have a specialized knowledge of business law.

This national system of self-contained commercial courts is quite common in Europe and Asia. Countries such as Belgium, Russia, Serbia, Spain, Turkey, and Ukraine also maintain a separate system of courts dedicated to commercial matters. In Spain, each provincial capitol maintains a commercial court, presided over by a specialist judge.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

The Netherlands

The Dutch Companies and Business Court in the Netherlands function as a separate section of the general court of appeal in Amsterdam. The bench consists of five people, three of whom are specialist judges with legal training; the remaining two are lay experts. It is important to note that a business court exists in the Netherlands because it is a civil law system, which indicates the varied forms of governance that business courts can adapt to.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Ireland

The Commercial List of the High Court of Ireland was established in 2004. The court is presided over by one judge, with expertise in business law. To be eligible for the commercial list, the claim must be a business dispute, and must be for at least 1,000,000 Euros. There is no entitlement to the use of the court; it is solely left to the judge’s discretion if the statutory cap is met.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Hong Kong

Hong Kong has established a business court as a division of the High Court of Hong Kong by way of a Commercial List establishing standards and issues that fall under the business court’s jurisdiction. Under the Rules of the High Court, the Chief Justice has power to make special provision for particular types of proceedings allowing certain business before the Court of First Instance is dealt with by specialist judges applying the Commercial List. This division of the High Court also seeks to provide expeditious and competent results in complex commercial cases.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Australia

Sydney, Australia has maintained a commercial court for over 100 years. It was established in 1903 under the Commercial Causes Act as a division of the state Supreme Court. The Court operates under the guide of a Commercial List setting the types of cases and issues that it may hear. The Commercial List also contains a function mandating summary and informal pleadings and a flexible approach to discovery and other interlocutory issues with a view to expedition and saving costs. Six judges are assigned to this Court, 3 under the Corporations List and 3 under the Commercial List. The Commercial Court has been very effective and generally praised as a tool for those involved in complex business litigation.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

England and Wales

England and Wales contain both a Commercial Court and Admiralty Court reflecting the fact that the same judges sit in the two courts with a shared administration and common practice. The jurisdiction of the Commercial Court extends to any claim relating to the transactions of trade and commerce (including commercial agreements, carriage of goods by seas, import and export, arbitration and competition matters). The Admiralty Court has exclusive jurisdiction over certain maritime claims (including the arrest of ships, collisions and salvage). It has co-extensive jurisdiction to that of the Commercial Court in respect to many claims under bills of lading or under charter parties.

This system of co-extensive jurisdiction will be coming to a halt in 2010 with the arrival of the “Business Court” which will incorporate portions of the work of the Chancery Division, the Commercial Courts, and the Technology and Construction Court. Trademark issues, patent disputes, and international contract issues will also be included in the court’s jurisdiction. By having specialist judges hear business-related cases in a single building designed for that specific purpose and built to make effective use of information technology, the two goals of expertise and efficiency should be served.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Business Courts from Around the Globe (A Brief Prospective)

The following section of this Blog will provide brief case studies of international business courts from around the globe. The list of examples is certainly not exhaustive, but it does provide a nice backdrop for illustrating the varied forms a business court can take. Moreover, as explained below, no two countries’ business courts are identical in every fashion, suggestive of the varied approaches tailored to fit the needs of a given jurisdiction.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

The Delaware Model

The Delaware Court of Chancery, created in 1792, was the first business court established in the United States. The Court of Chancery has broad jurisdiction over disputes involving the internal affairs of Delaware business entities, disputes arising in corporate matters, trusts, estates, and other fiduciary matters, disputes involving the purchase and sale of land, questions of title to real estate, and commercial and contractual matters in general. It also tackles technology disputes arising out of agreements involving at least one Delaware business entity. Once a case has been filed and it concerns a business matter there is a presumption that the case belongs in the Court of Chancery at the time of filing; however the Chancellor/Vice Chancellor has discretionary authority to transfer the case to Superior Court.

The Court of Chancery has been a model for other business courts to follow and apply their own specific adaptations to meet the growing needs of commercial litigants. Recently, in order to become more responsive to the needs of the large number of businesses which have organized in the state, the Delaware Court of Chancery has expanded its jurisdiction to hear and mediate technology-related disputes over $1 million upon mutual agreement of the parties, provided at least one of the parties is a Delaware business entity. It is also appropriate that Delaware would be the birthplace of such a court considering the unparralled amount of business that takes place in the State.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

The Benefits of Business Court and Case Management Enhancements in Nevada

There are multiple case management enhancements that Business Court provides to potential litigants. These include: (1) a requirement that cases appear for periodic status conferences with joint status reports to promote effective case management; (2) judges being available for hearings on short notice due to the designated conflict/back-up judges that are able to hear the matter in cases of emergency; (3) the designation of a case as complex thus removing discovery issues from the purview of the Discovery Commissioner; and (4) the encouragement of parties to consolidate a trial on the merits with preliminary injunction evidentiary hearings.

The benefits of Nevada’s Business Court are as follows: (1) selection of judges is based on their specialized experience in business litigation; (2) reduced civil caseload allows Business Court judges to give greater attention to their business court matters, and to manage those cases aggressively; (3) speedy resolution of cases; (4) Business Court Settlement Conference Programs (the goals of these conferences include: (a) expediting the case; (b) streamlining issues for discovery; and (c) determining whether the parties are willing to attend an early settlement conference. Even if settlement is not being considered, this conference should kick-off and expedite the litigation process); and (5) Electronic Filing Order which facilitates efficient and organized case management in complex cases where multiple parties and claims have been joined and saves law firms and their clients significant costs associated with preparing multiple copies of large pleadings. For more information on the benefits of Business Court in Nevada see http://whynevada.com/businesscourts/furtherbenefits.asp.

The current Nevada Business Court Judges are Judge Brent Adams (2nd Judicial District Court), Judge Mark Denton (8th Judicial District Court), and Judge Elizabeth Gonzalez (8th Judicial District Court).

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Nevada Business Courts

In Nevada, the Business Court dockets were created on the model of business courts located within Delaware, Maryland, Pennsylvania, and North Carolina. As such, the creation of the Business Court is an embodiment of Nevada’s efforts to attract corporations and other business entities to locate in Nevada. Nevada business lawyers have noted that the main goals of the Business Court are to provide comprehensive case management to avoid business interruption during pending litigation, provide close management of factually and/or legally complex commercial litigation, and provide consistency of decisions to enable business planning. Moreover, Nevada wants to ensure that any legal disputes will be handled efficiently, competently, predictably, and that they will be able to continue business activities with minimal interruption. For more information see http://whynevada.com/businesscourts/.

Obtaining jurisdiction in Nevada Business Courts is within the sole discretion of the Business Court judge who receives a transfer request by one of the litigating parties. The judge’s decision to accept or decline jurisdiction of the case is final. There are no appeals to this jurisdictional question, allowing for an expedient resolution in commercial litigation.

Within Nevada’s Business Court, these types of cases may be filed under Eighth Judicial District Court Rules (EDCR) Rule 1.61 concerning the “Assignment of Business Matters.” These matters involve: (1) disputes concerning the validity, control, operation, or governance of entities created under Nevada Revised Statutes Chapters 78-88, including shareholder derivative suits; (2) disputes concerning trademarks asserted under Nevada law, causes of action asserted pursuant to the Nevada Trade Secrets Act, the Nevada Securities Act, involving investment securities described in Article 8 of the Nevada UCC, or commodities described in NRS Chapter 90; (3) disputes between two business entities where the court determines that the case would benefit from enhanced case management (business entities on both sides of the “v”, and the case involves complex facts and or legal issues – this catchall provision provides that it is left to the discretion of the Business Court Judges to determine whether the case is appropriate for Business Court).

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Obtaining Jurisdiction in Business Courts

Some business courts have concurrent jurisdiction over selected types of business cases. There are several methods for obtaining jurisdiction in these courts: (1) either party can file a motion to have the case transferred to the business court/docket; (2) a plaintiff can file an initial designation to have the case placed in the business court/docket at the beginning of the proceedings. The Chief Administrative Judge of the district or circuit where the court is located usually decides if the case belongs in the business court/docket; (3) the Chief Justice of the Supreme Court of the state where the business court is located decides which cases are appropriate for the business court; (4) a group of judges decide together what cases will be assigned to the business court; (5) the business court judge who receives the application for transfer makes the sole and final decision of whether the case is appropriate for the business court; and/or (6) a civil court judge can also file for transfer of a case that has been assigned to him/her from civil court to business court.

In other jurisdictions business courts have mandatory jurisdiction. Maine has optional jurisdiction allowing any superior court judge, district court judge, party, or attorney to recommend a case for transfer to the business court leaving the ultimate decision to the business court judge. Philadelphia has mandatory jurisdiction over a case if both parties are located in the jurisdiction and the case involves a commercial dispute; otherwise, jurisdiction is optional and at the judge’s discretion.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Creating Business Courts

In general, the creation of a business court consists of two steps: (1) the removal of cases from general dockets to the business court docket and, (2) the appointment of judges to the business court. The addition of business court judges usually requires no extra expense to the state or jurisdiction because such judges are reassigned to the business court from other courts and no new judges are hired. Thus, no new funds are needed. Additionally, most jurisdictions reallocate existing appropriated funds from their existing court to the business court. Global business lawyers have lauded the advancements business courts have made in expediting complex business litigation.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Business Courts in the United States and Around the World

Introduction

Business courts across the United States handle matters concerning complex commercial litigation. Most courts retain specialized judges with years of experience handling complex business related cases. Business courts have been widely successful and are present in 18 states and counties. Many states that have yet to implement a business court structure are looking into establishing the same. This major shift to specialization has helped foster more expeditious and competent results in extremely complex corporate and commercial law cases. In many jurisdictions across the United States business courts have simply created a specialized docket within an existing court either for business case designations or for complex litigation cases. This Blog will provide examples of business courts across the globe, along with a cursory review of specific business courts in the United States.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

POST-TRIAL REMEDIES - NEW TRIAL

POST-TRIAL REMEDIES - NEW TRIAL

A new trial may be granted for several reasons following a verdict decided upon by a jury or judge. A new trial may be granted for errors in the trial which are serious enough that they affected the substantial rights of the parties. Another common ground for granting a new trial is that the trial judge erroneously admitted or excluded evidence. It is important to note that for most types of errors at the trial court level, the party injured by the error must make a timely objection, or immediately object to the error. A new trial may also be granted because of improper conduct by a party, witness, or attorney, that posed a substantial risk that an unfair verdict was reached. A trial judge or appeals court may set aside a verdict if it was reached against the weight of evidence (this is used to curb the influence of improvident jury decisions). A new trial may be granted where a verdict is excessive or inadequate. In other words, the damages awarded did not align with the facts presented. A trial may also grant a partial new trial which is a retrial of a particular issue. This generally occurs when the trial judge believes that the jury verdict was reasonable as to liability, but not regarding damages. Thus limiting the retrial to the issue of damages. Lastly, a trial judge may grant a new trial because of newly discovered evidence that would likely produce a different result. This circumstance seems highly unlikely given the fact that the party only has 10 days to file a motion for new trial after receiving judgment.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

POST TRIAL REMEDIES

POST TRIAL REMEDIES

There are remedies that a litigant has following the commencement of a trial that may provide some relief. The two remedies outlined below are (1) a request for a new trial, or (2) for judgment notwithstanding the verdict (judgment as a matter of law). A motion for a new trial must be filed no later than 10 days after service of judgment.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TRIALS WITHOUT A JURY

TRIALS WITHOUT A JURY

A case will be tried without a jury if either no right to a jury trial exists or all parties have waived the right to a jury trial. If there is no jury then the trial judge serves as both the finder of fact and adjudicator. If an action is tried without a jury the judge must set forth the facts of the case with particularity and state, in a separate section of his/her opinion, the law which he/she believes applies to those facts.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-Drafting Operating Agreements

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Drafting Operating Agreements and Effects of Handwritten Amendments (continued)

1. Vague and open to interpretation

When a contract is vague and ambiguous courts will go beyond the language of the agreement to consider the intent of the parties. A contract is ambiguous when it is subject to more than one reasonable interpretation. This “intent” is discovered in light of the situation existing at the agreement’s execution. As such, the intent of the parties is subject to interpretation, which could lead to negative results for all parties involved. In order to limit the chance that your agreement could be subjected to interpretation by a court, it is important to retain the services of an attorney.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

JURY TRIAL - DIRECTED VERDICTS

JURY TRIAL - DIRECTED VERDICTS

Even if a jury is present either party may move for a directed verdict. This takes the case away from the jury, and a judge determines the outcome as a matter of law. Motions for a directed verdict, or judgment as a matter of law are made when the opposing party has been fully heard on the relevant issues and claims. Therefore, the defendant can move for directed verdict at the close of the plaintiff’s cases, and either party may move for a directed verdict if both sides have rested, or made their case. In general, the court will direct a verdict if the evidence is such that reasonable people could not differ as to the result or outcome of a given case.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-Drafting Operating Agreements

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Drafting Operating Agreements and Effects of Handwritten Amendments (continued)

1. Construed against

Whenever handwritten amendments are made to an operating agreement and they are ambiguous, this ambiguity will be construed against the drafter. In addition, even if all parties agree to the changes within an operating agreement the handwritten amendments may be contested as ambiguous and a business will leave it up to a court (not a party in interest) to determine the meaning of the agreement at the time it was created. As such, it is vital to retain the services of an attorney when creating an operating agreement to ensure that it fits the needs of your business and reflects the agreements of your constituent members.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-Drafting Operating Agreements

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Drafting Operating Agreements and Effects of Handwritten Amendments

An operating agreement is an agreement among members of an LLC outlining each member’s financial and managerial rights and duties. In Nevada, an operating agreement is preferred at the outset of formation of an LLC. An operating agreement is similar in function to corporate by-laws or a partnership agreement within a multi-member LLC. The larger the LLC, the more complex the agreement becomes necessitating the services of an attorney. Handwritten amendments to an operating agreement can be disastrous as explained below.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.