Corporate, Transactional & Business
Our firm has experience and flexibility in representing clients in connection with laws governing corporations, limited liability companies and other business entities, securities, mergers and acquisitions and other transactions; as well as commercial, financial, and transactional matters normally handled by large firms, such as:
Compliance with corporate law or the laws governing other entities such as limited liability companies, including the duties and liabilities of officers, directors, and director committees.
Corporations, LLC’s or other entities can be excellent vehicles for conducting businesses and if operated properly have many legal and business advantages. Preparation of the governing documents such as articles of incorporation and bylaws of a corporation or operating agreement for a LLC to suit the needs of the particular business is important. In addition, compliance with these documents and the applicable statute can be critical in achieving the purpose of forming the entity.
Officers,directors, and managers have various duties and potential liabilities some of which may be set by the governing documents and some of which are established by law. In matters arising between the entity and the persons managing the business we can advise either the entity or the management persons on the nature of the duties as well as potential liabilities should disputes arise.
Transactions, such as acquisitions, divestitures, management buy-outs, joint ventures.
For privately held companies, any corporate transaction, particularly a sale of the business, may be once in a lifetime event of immense personal and financial importance. We can advise on the preparation of the company for the event, the negotiation of the deal from an agreement in principle through the definitive agreement, the potential buyer’s requests for information, and completion of the transfer process culminating in closing. We have advised both buyers and sellers in these transactions. While there are similarities among transactions, each deal and each buyer and seller are unique.
Finance and commercial matters such as loans,security interests, and private placements.
Raising capital whether through borrowing or sale of equity can be an important function for many businesses. Borrowing may be secured by security interests in personal property granted under the Nevada Uniform Commercial Code, or security interests in real property typically granted pursuant to deeds of trust under Nevada real estate law. We represent parties on both sides of financing transactions both in preparation and negotiation of documentation and compliance with applicable laws.
Local business licensing.
Companies with operations in Clark County which encompasses unincorporated Clark County, the City of Las Vegas, and other municipalities in the Las Vegas Valley as well as other counties in Nevada likely will need local business licensing. We have assisted companies both with general business licensing as well as certain industry specific licensing such as liquor.
Business matters among two or more parties may require an agreement more tailored and negotiated than a preprinted form contract. Such contracts can involve a wide variety of matters involving provision of services, sale or lease of particular items, or other interaction between two or more businesses or individuals in a business context. We have many years of experience in contract drafting and negotiation.