The Business

CORPORATE FORMATION

Starting a new business can be daunting. There are many strategies to consider, requirements to be met and documents to complete before you even begin. At Maningo Law, our attorneys have helped many new business owners get started in Southern Nevada.

When forming a new company, you will need to choose from among a number of business entities- each having distinct characteristics. It is important to select the one that best protects your business and business assets- and promotes your business objectives. There are many options. Depending on your business goals and the type of company, you can select from entities such as:

• Sole proprietorships
• S and C corporations
• General and limited partnerships
• Limited liability companies
• Joint ventures
• Strategic partnering relationships
• Professional corporations
• Unincorporated associations

Helping you choose the correct business entity-

Maningo Law will advise about the benefits and drawbacks of each business entity and how it might affect your business operations and goals. We will talk about changes you expect to implement in the future. We evaluate how you may wish to exit the business. We use all this information when recommending the best business entity for your needs now and in the future.

Preparing and filing the required documentation-

Once a business form/structure is selected, Maningo Law will help you take the steps needed to form the business entity. We will prepare the needed documentation. We will make sure that the many required steps are completed and the papers filed correctly. We will draft documents such as by-laws, buy-sell agreements, partnership agreements and operating agreements. We will help you issue ownership interests in your business.

Comprehensive business start-up services-

Our legal services include much more than document preparation. We will give you the information you need to understand the operational requirements for your type of entity. For instance, if you choose a corporation as your business entity, we will help you with initial shareholder and board of director meetings. We can help you to select the proper names or words and phrases that can be protected and are available to you for branding and marketing purposes for your business. We will also integrate pre-formation agreements, conduct trademark or trade name searches, domain name searches, consult on executive and employee issues.

To start planning for your new business, contact Maningo Law. We can get your business started and help it succeed.

BUSINESS LICENSING

Those who depend on professional licenses for their livelihoods face issues throughout their careers that non-licensed employees and business owners do not. The law surrounding professional licensure and certification is complex and can vary from one profession to another. The best way for a professional to establish and protect his or her license is to seek advice from lawyers who understand this area of law. Contact Maningo Law.

Maningo Law practices extensively in this area. We have have been handling business licensing for two decades. Our office is located in Las Vegas and we have developed relationships with lawyers who prosecute cases for the various licensing boards, and we know many members of the boards. Our respect for them, and their respect for us allows us to move issues through the system efficiently and effectively.

Serving Licensed Professionals Throughout Nevada-

We handle sensitive and detailed licensing issues from initial licensure to dissolution of professional practice. We can assist with initial license applications, rejections and the receipt of waivers of application requirements where applicable. We defend the licenses of those charged with violating license law and practice standards. Based in Las Vegas, we represent professionals and businesses from Henderson, Boulder City, North Las Vegas, Summerlin, and all reaches of the state. Our clients include professionals and businesses in all industries.

The Scope of Our Professional Licensing Practice-

Though the defense of professional licenses is the most common reason clients reach out to us, our firm provides a full suite of services. Our preference is to be involved at the first hint that an investigation under licensed practice law is being conducted.

Our attorneys are equipped to guide you through these and any other issue related to professional licensure in Nevada. Contact Maningo Law.

COMMERCIAL LITIGATION

Commercial litigation is a broad term that covers business disputes which resulted in disagreement and/or lawsuit. These disputes can have drastic financial consequences to your company or yourself individually if they force your business to come to a standstill before any negotiations occur. If you are facing a business or commercial dispute, do not hesitate to contact Maningo Law.

Maningo Law has the manpower and trial experience to litigate all your commercial/business disputes.

Types of commercial litigation-

Commercial and business dispute litigation include the following matters:

• Contract disputes: contracts are quite lengthy and any disagreement within the document can lead to heated negotiations that can disrupt the contract itself.
• Employment disputes: most employees enter into a contract with their employer upon beginning a job which outlines their duties and any other provisions, such as non-competes and confidentiality agreements. If these provisions are breached, you may have a claim under the agreement.
• Intellectual property disputes: These typically occur if you have not received compensation or credit or royalties for your own design or product.
• Real estate disputes: real estate transactions include many different types of contracts which can be breached if one party was not forthcoming about an issue present at the time of the contract.

Commercial litigation also covers many other contract and business disputes which are unique to specific industries. Any dispute or breach of contract can have dire repercussions for your business and you face the potential of losing money each day the dispute continues. An experienced Las Vegas commercial litigation lawyer will work hard to quickly resolve the dispute and ensure that you do not lose any further money in the process. The party responsible for any dispute may be required to compensate you for any financial injuries you have received during the period of the business dispute. A business cannot run forward while attempting to resolve a business dispute, and this standstill can often have dire repercussions for your business. Contact Maningo Law.

Certain attorneys have geared their practice toward contract drafting and business law, but these same attorneys may not be able to protect you in the case of commercial litigation or business disputes which occur as a result of these contracts. Maningo Law is experienced in representing clients who are unable to agree with the terms of a contract or have experienced a breach of contract. Business negotiations can sometimes be difficult to fully agree on and often require a thorough understanding of contract law, the business industry, and the specifics of your unique situation. Maningo Law will carefully analyze all aspects of the contract and business in order to give you the best advice to proceed forward either with negotiations or litigation.

Maningo Law has 20+ years of trial experience. Contact us if you need the firepower of the Maningo Law litigation team.

CONTRACT DRAFTING AND REVIEW

A solid contract can make the difference between successful business dealings and ones troubled by disagreements and misunderstandings. It is essential to have a contract free of loopholes, ambiguous language, and hidden clauses. At Maningo Law, we understand the importance of contracts in all types of business ventures.

Our law firm has more than 20 years of experience handling contract matters for banks, construction companies, real estate brokerages, restaurants and other businesses across Nevada. We handle business-to-business contracts, employment contracts, real estate contracts and others. Contact our contract law attorneys for assistance with the following:

• Contract drafting: When drafting a contract, we will receive input from both parties and strive to write a contract that meets the needs of our client.
• Contract review: Our lawyers can review a contract for inconsistencies and unacceptable clauses before you accept it.
• Contract negotiation: We can negotiate the terms of a contract to assure your interests are protected.
• Contract litigation: In addition to negotiation, we litigate breach of contract issues and other contract dispute matters.

No matter what the reason for needing a contract, Maningo Law has the skills to effectively serve your business needs. We take precautions to ensure our clients’ rights and interests are protected.

Contracts are essential to a successful business. A contract must be thoroughly researched, meticulously written and rigorously negotiated to defend against risk. Businesses require counsel at all phases of contract negotiation and execution. Maningo Law provides an experienced team of business/commercial attorneys to provide guidance, protection, and comprehensive representation in business matters.

Resolution Driven Business Litigation Law Firm-

Maningo Law represents a diversified portfolio of clients, nationally and internationally. Anticipating problems, our attorneys specialize in finding creative and beneficial solutions by negotiating, drafting and enforcing contracts for businesses.

• Entity formation
• Corporations
• Limited Liability Corporations
• Sole Proprietorships
• Entity management
• Shareholder agreements
• Equity ownership agreements
• Operating agreements
• Employment
• Non-competition
• Confidentiality
• Services contracts
• Stock option
• Incentive plans
• Leases
• Commercial
• Residential
• Licensing
• Franchising
• Dissolution Services
• Sell Agreements
• Purchase Agreements
• Leaseback Services

Extensive experience in the area of business law provides your company with security. From inception to dissolution, Maningo Law provides a boutique firm feel with big firm results.

LANDLORD/TENANT

Commercial Leasing-

At Maningo Law, we understand that commercial landlords and tenants have significant time and treasure invested in their properties and their businesses. As such, it is important that they have clear and strong leases which protect their legal rights and their respective investments. It is also important to have experienced and aggressive attorneys on your side who can act quickly to protect those rights when disputes arise. Maningo Law can assist you in ensuring these protections.

Due to the dearth of statutory and case law in Nevada governing the commercial landlord-tenant relationship, experienced legal representation is particularly critical to deal with the myriad of unique and complex issues. We represent a variety of commercial landlords. We have experience in virtually all aspects of commercial tenancies, including negotiation and preparation of leases, lease reviews, negotiation and preparation of subleases and assignments, prosecuting and defending lease breaches, negotiation of work-out agreements, summary evictions, unlawful detainers, pursuit of lost rent and other damages through litigation or otherwise, lease terminations, and assertion of landlord liens and the assertion of common law rights of distraint.

With regard to lease disputes, we understand that you are in the business of leasing property or running an enterprise and not in the business of litigation. Accordingly, we strongly encourage, and actively seek, quick and creative solutions to any lease dispute. Sometimes, however, litigation is the only option and, in the event, Maningo Law will be poised to aggressively pursue your objectives at a reasonable cost.

New Business Tenancy-

Maningo Law will also protect the business interests of the new/small start-up business when entering into a lease agreement. With vast experience on both sides of these deals, we can advise your business and protect your business’ short and long-term concerns.

REAL ESTATE AND FINANCING

Real Estate Transactions-

At Maningo Law, we pride ourselves on finding effective solutions to our clients’ real estate legal needs. Effective negotiation and a deep knowledge of Nevada real estate law are the hallmarks of our real estate practice. If you are a real estate investor, developer, builder, or are an individual and considering buying, selling, or leasing property in the Las Vegas area, then you can rely on the experience of our team at Maningo Law.

Decades of Experience on Your Side-

Maningo Law represents a diverse clientele, including commercial builders and developers, investors, owners, and residential developers in connection with shopping centers, industrial projects, office buildings, apartment developments, and residential subdivisions and developments. The expertise and sophistication of our real estate practice is demonstrated in our ability to take a transaction from the initial stage, such as the purchase of raw land, through negotiations for interim and permanent financing, all the way through development and the sale or lease of the property to the end-user.

We also represent developers working out difficult real estate situations with their lenders. We are familiar with laws related to taxes, securities, limited liability companies, partnerships and corporations which can affect the plans and activities of our real estate clients.

Real Estate Essentials–

Local knowledge is key to successful project development. Maningo Law has cultivated contacts within the city and county departments in Clark County and Nevada with an eye towards providing constant support and creative resolution in large scale developments. Maningo Law knows the landscape and can assist with all types of commercial, residential and mixed-use development.

A Partner in Your Project-

The Las Vegas Valley is exploding with new building and never-ending opportunities. Entry into this competitive market requires local knowledge as well as a familiarity with large scale developments. Maningo Law provides real estate attorneys who have counseled national commercial and local residential developers and understands the need to be available at all phases of project development:

• Conceptual Phase: Maningo Law has the experience necessary to review an initial concept with a goal of enhancing opportunities and reducing risks. Attorneys will review the plan, suggest modifications that reflect the local rules and expectations, and direct due diligence efforts.
• Purchase Phase: Legal coordination of all aspects of purchasing, financing, title perfection, and closing on real estate. Maningo Law real estate attorneys have litigated restrictive covenants, easements, riparian and mineral rights cases and have the knowledge to protect client’s investments.

• Construction Phase: Review and revise contracts with builders, vendors and suppliers. Provide representation during the permitting and re-zoning process, setting up subdivision or condominium covenants, and employing the strategies necessary to balance regulatory issues against cost-effective development.
• Completion Phase: Draft and execute lease agreements, provide on-going support to management team on compliance with local, state and federal regulations and provide support in managing any oil, gas, mineral or water rights.

Common Sense Innovation-

At Maningo Law, we have been handling business transactions, including commercial real estate and business loans, for two decades. Our attorneys combine a common sense approach with innovative legal techniques in order to achieve optimal results for our clients. To explore your options relative to your business project, contact Maningo Law.

BUSINESS MANAGEMENT

Maningo Law has a comprehensive skill set to help businesses address decision difficulties and other organizational barriers to performance. We have assisted more than 60 businesses over the last 20 years, spanning every major industry and geographic region- primarily in Southern Nevada. Our areas of expertise include:

• Organization diagnostics and navigation. Maningo Law helps business clients assess and identify how to improve their organizational performance. We help companies determine where their organization is strong, where it is weak and, most critically, which outcomes matter most for generating superior business performance.

• Organizational design and operating model. A well-designed operating model provides a clear and consistent blueprint for how resources are organized and operated to achieve a company’s strategic priorities. We partner with clients to help them design and implement operating models that translate strategy into effective execution.

• Organization Simplification. Organizational complexity is the new normal, driven by growth, globalization and disruptive technologies; properly addressing it requires time and focus. Our holistic approach helps companies identify and simultaneously address the fundamental drivers of complexity to ensure that its symptoms don’t creep back.

• Decision effectiveness. Maningo Law helps business clients identify key decisions, examine each one to determine problem areas and reset those decisions for maximum effectiveness. We help businesses strengthen weak elements of the organization and embed good decision making and execution in everyday operations.

• Role of the center. Examining the role of the center helps principals of companies with ineffectual structures determine the best organizational model for their business. Centers must be “fit for purpose,” with roles aligned to the company’s business profile, strategy and leadership style. That means there is no set formula. Our focus is making sure the right decisions get made by the right people at the right time.

• Talent management and leadership supply. No business can turn in a great performance without great people. Maningo Law helps businesses deploy their most promising people more effectively in critical decision areas and reduce their demand for scarce skills.

• Measures and incentives. Maningo Law helps companies create dynamic performance measurement with a focus on what really matters to the business. We help companies devise tailored compensation systems that will reward actions and behaviors that advance the organization’s goals and drive effectiveness.

• High-performance culture. Company culture is at the heart of competitive advantage because it determines how things are done and how people behave. It is the hardest thing for competitors to copy. High performers create an environment with a unique personality and a passion for performance—so that people make the right decisions and do the right thing wherever they are in the business. Maningo Law helps businesses with this.

• Change management. Change is tough and always has been. Organizational change is a particularly emotional process—often a source of tension and insecurity. Maningo Law helps companies account for these sensitivities with clear communications and solid engagement plans to motivate people.

Maningo Law is there to assist business clients with anything and everything to help them succeed. Contact Maningo Law.

EMPLOYEE/EMPLOYER/LABOR

Employment law covers the relationship between employers and their employees and independent contractors. Few areas of the law have as big an impact on your business. Employees can be the single biggest risk to your trade secrets and other intellectual property. Wage and hour and other labor disputes can cost valuable resources.

The attorneys at Maningo Law handle everyday employment issues for business owners and contractors. We draft employment agreements, employee handbooks, policies and procedures, non-compete and non-disclosure agreements, and independent contractor agreements. We also stand behind our work in court, enforcing the rights of the business in contract litigation, wage and hour disputes, and more.

We also represent the employee. The employee is also an important component of the business and Maningo Law recognizes that. Maybe you’re an employee that wants to start your own business. Maybe you’re an employee that wants to leave to join another business. Maybe you’re an employee with an idea you’d like to present to management. Whatever your needs are as an employee, Maningo Law can help.

For any employee/employer/labor concerns, contact Maningo Law.

BUSINESS ACQUISITION, MERGER, AND SALE

Counsel for Buyers and Sellers

Buying a business can be the culmination of a life-time dream. Maningo Law will be there to ensure it does not become a nightmare. From reviewing business plans, succession plans, accepting new partners and restructuring the business, our attorneys are there to manage risk and maximize opportunities. When the time comes to retire or sell the business, our lawyers have the experience to ensure your hard work becomes a springboard to a dream requirement. Reviewing sell agreements, managing divestment and tax implications, Maningo Law provides the advice and counsel needed by both buyers and sellers.

Finding The Right Business Entity Can Be Confounding

Our attorneys have worked with national and international companies to form business entities that suit the needs of that particular business venture. Our experience becomes yours.

From starting a new entity to buying an ongoing concern, the attorneys of Maningo Law will help you decide the best course of action. Maningo Law will be with you at all stages of conceptualization, due diligence and execution of your goals. Before you take a firm first step, schedule a consultation with Maningo Law to perfect your dream.

Mergers and acquisitions can be rife with pitfalls and risk. At Maningo Law, lawyers direct due diligence with meticulous attention to detail, tough negotiation and innovative resolutions. Whether it’s a multi-million deal or a small family-owned business, Maningo Law lawyers have the experience to complete your transaction expeditiously and properly.

Regulatory, Tax and Branding Expertise-

A change in ownership, whether due to sale, purchase or stockholder changes, will impact a wide variety of legal consequences. Change is good if well planned and well prepared. Maningo Law will provide the necessary legal advice on how and when to make the changes, what regulatory or tax issues need be addressed and give guidance on branding or re-branding. Attorneys with Maningo Law have worked with local, national and international businesses on branding and expansion efforts in Las Vegas and throughout Nevada.

Contracting a Business

With our knowledge and experience, we are prepared to handle any and all business-related matters- anywhere from straight forward to complex. Maningo Law will assist with initializing contracts, review and prepare any and all agreements including purchase price and payment terms, negotiate/resolve any term disputes, and will develop the structure of your business based on tax considerations.

JUDGMENTS AND COLLECTIONS

Maningo Law focuses on collecting large debts and judgments from debtors throughout Nevada. We understand that collecting is extremely important to you. Contact Maningo Law. Our firm’s approach to successful collections is as follows:

1. Don’t talk, ACT quickly. We believe in taking immediate action. Negotiation with the debtor has its place but is far more effective after the debtor’s bank accounts have been levied, real property liened, wages garnished, and the like. The time for talking is after pressure has been applied to the debtor. We not only act, we act quickly. Debtors rarely have only one creditor. The creditor who acts quickly is often rewarded. Our clients’ strengthen their positions by getting the earliest possible “place in line.”
2. Be aggressive and apply constant pressure. It is difficult for a debtor to ignore a creditor who applies constant pressure. At the outset, we develop a detailed “Collection Plan and Calendar” for each collection matter, in which we carefully outline the specifics steps to be taken and the exact timing of such steps. The Plan is designed to apply steady pressure to the debtor. Debtors are often forced to relent to this persistence.
3. Have Expertise. Collecting debts and enforcing judgments in Nevada requires precision and well-planned timing. Accuracy and depth of knowledge is critical. Knowledge of timing issues is equally crucial. The timing of a particular collection step often determines the step’s success.
4. Be persistent and patient. Every creditor is anxious to collect immediately. The most successful creditors understand the benefits of persistence and patience. Certain judgment collection steps prove their worth months or years in the future. Debtors who are currently struggling may have substantial assets in the future. Each collection step should be designed to maximize recovery both in the short and long term. Patience is critical. It is tempting for creditors to accept debtors’ initial low-ball settlement offers, even though often a much larger recovery is possible with additional time. Sometimes a creditor is most successful by taking several wise steps now, then waiting patiently for the steps to prove their worth.

Maningo Law has the know-how to maximize your business’ collection efforts.

ASSET PROTECTION

Nevada Personal Asset Protection-

As a business owner, proactive personal asset protection may be essential to protecting your hard-earned assets against situations and events beyond your control. At Maningo Law, we have the business savvy and legal experience to evaluate the risks you face and the best methods for legal asset protection. Without submitting to unnecessary pessimism or hardship, you can still protect your most valuable assets from creditors and lawsuits.

Determine the risks-

If you own a small business, does the corporate, company, or partnership structure put you at undue risk of paying for the mistakes of others? What sorts of lawsuits are most likely to result from the type of business you run? Is your business especially risky? If your business regularly invites customers onto your premises, are the premises currently safe and regularly maintained? Is your business at undue risk of insolvency if one or two key customers go into bankruptcy or chose another provider? Is your business adequately insured?

The Nevada personal asset protection lawyers at Maningo Law will help you evaluate all of the risks created by your business type and business structure, and take cost-effective steps to minimize them while keeping your business healthy and growing.

Protect yourself from risks you cannot avoid-

Every Nevada asset protection attorney knows that some risks are simply unavoidable: no amount of careful planning on your part will prevent a key client from going bankrupt or a clumsy customer from tripping and suing. But you can take steps to prevent all of your hard-earned assets from disappearing.

• If you run a sole proprietorship, general partnership, or limited partnership, consider reorganizing your business as a limited liability company, limited liability partnership, or corporation. The limited liability and corporate structures prevent creditors and plaintiffs from successfully pursuing your personal assets in almost all circumstances.
• If you do not own a home, consider buying a moderately-priced home. Nevada allows debtors to retain some equity in their home if they declare bankruptcy. If you buy a reasonably-priced home, or do not pay off your mortgage or home equity loan in full in order to keep some equity in your home, your home will not become available to creditors if your sole proprietorship or general partnership goes into bankruptcy.
• For other or larger properties or accounts, consider transferring assets to someone you trust. Creditors and successful plaintiffs cannot take what does not belong to you—consider transferring assets to your spouse or to your children before any problems arise.
• Depending on the risks your business creates, consider increasing your insurance coverage to cover more or all of a court award or settlement if you are sued.
• Finally, speak to a Nevada personal assets protection attorney about the possibility of creating an irrevocable trust or a LLC to shield your assets against all eventualities.

Asset protection is one of our most popular practice areas, but like all business planning, it needs to be done before you need it. Once you have notice of a lawsuit or legal claim any transfer of assets, even for an otherwise legitimate purpose, may be challenged as a fraudulent transfer and make a bad situation worse.

Work with a business-minded attorney who knows personal assets-

The Las Vegas business law firm- Maningo Law- knows business law inside and out and can help forecast liability and insolvency risks that face your industry generally and you specifically. Our Las Vegas business law firm can help you protect your personal assets in Nevada from business-generated risks, leaving you free to concentrate on running your business and living your life.

Contact Maningo Law to protect your personal assets while you grow or maintain your business.

IN-HOUSE GENERAL COUNSEL SERVICES

The legal protection your business needs-

Maningo Law has a unique program serving small and mid-sized business as outside General Counsel. Firm founder Lance Maningo believes that a business should have “their lawyer” rather than have to find “a lawyer.”  Maningo Law’s unique program allows businesses to have General Counsel, at a fraction of the cost of full-time, in-house counsel.  We become the legal member of your business development team. As stated above, Maningo Law serves as general counsel to many Las Vegas businesses, including Acrylic Tank Manufacturers (from the TV series “Tanked”); Nacho Daddy Restaurants, Las Vegas Demolition, and Hyperion Partners (worldwide leader in wireless/mobile technology and sales). Maningo Law can represent your business too.

Maningo Law provides businesses with the ability to have experienced legal counsel at their disposal on an “as-needed” basis. Our clients know they can trust Maningo Law to be available for all of their business needs whenever they may emerge. At Maningo Law, our experienced team has expertise in all aspects of business planning and problem-solving, from the formation and initial debt or equity financing of a business to acquisitions, mergers, dispositions, and liquidations. Maningo Law can also be counted on to help in structuring and creating new companies and ventures, as well as addressing any legal concerns along the way, including, but not limited to, issues related to financial growth, industry-specific regulatory concerns, shareholder disputes, vendor disputes, and business succession and disposition issues. Maningo Law always acts proactively to ensure that our clients are protected from unnecessary risks.

As General Business Counsel, Maningo Law can be counted on to handle assessment of business risk and resolving disputes arising from complex commercial operations. Maningo Law can also be trusted to negotiate, draft, and review all business documents, including:

• Employment and independent contractor relationships and agreements
• Confidentiality agreements
• Vendor agreements
• Equipment lease agreements
• Corporate planning
• Procurement agreements
• Sales terms and conditions
• Manufacturing and distribution contracts
• Website development agreements
• Software licenses and assignments
• Complex contractual agreements

Our firm provides guidance to executives and managers in the areas of corporate governance and compliance accountability. Maningo Law can also provide ongoing counsel to ensure clients are satisfying industry-specific licensing and regulatory obligations. To determine whether or not retaining general business counsel is right for you, contact Maningo Law.

Maningo Law’s General Counsel package provides comprehensive legal support to your company’s owners, board of directors, executive management, sales teams, technology teams, human resources department, finance, administrative and/or operations personnel. Contact Maningo Law.

INTERNET-BASED SMALL BUSINESS

An internet-based small business can offer many advantages over the more standard brick and mortar storefronts: extremely low start-up costs, minimal overhead, and a potentially global presence. Many times an internet/home-based small business is an affordable vehicle for new business owners to embark on their dream.

An internet based small business can be complicated-

Starting an internet based business is more than merely buying a domain name and then selling a product or service. Proper entity formation is essential, otherwise a business owner can be open to personal liability. Tax issues and consequences are also important considerations. The legal landscape can be difficult, with state and federal laws to consider and comply with. More, intellectual property and trade secrets become important assets to protect as the small business grows.

At Maningo Law, you can get a small business law firm that has prior experience working for several internet based businesses in Nevada. This experience includes dealing with a range of internet business issues. If you plan on starting an internet based small business (or micro business) or already have one- contact Maningo Law for the business advice you may need.