Choosing the Perfect Business Name

Choosing a name is possibly the most important part of establishing your business. The name is your brand, how you’ll be known across the internet and how customers will refer to you. Take some time coming up with a good one.

Tips to Choosing the Perfect Business Name

#1 | Be Original

The more original, the better. You don’t want your business to be confused with another business because you can lose potential customers. Also, there are numerous copyright and trademarking laws in play with business names that are already established. So, choose an original name to avoid starting your business off on the wrong foot.

#2 | Research

Once you settle on a name, go to the U.S. Patent & Trademark Office’s database. There, you can look for similar business names, misspellings, and more that can interfere with the success of your business in the long run.

Then, go to your Secretary of State’s website to make sure your business name is completely original. This step is only necessary if you’re going to be doing business as a corporation, LLC, or limited partnership.

As a general rule of thumb, it’s also a good idea to see if your business name is available as a web domain. If it’s not, you may want to reconsider the name you’ve chosen. In this technological age, a business must have a web domain. If your business name is being used by a different website, again you’re setting yourself up for confusion and profit losses in the future.

#3 | Seek Help

Reach out to an experienced business lawyer to make sure you are taking the right steps to ensure your business’s long-term success. You can call 702.451.7077 to schedule a consultation today.

Finally Grasp The Different Types Of Business Formations

Now that you’ve decided to open a business, you have to determine the type of business formation that will best suit your needs and protect your assets. Here is a quick guide to give you a basic understanding of the most common types of business formations.

Sole Proprietorship

This is a type of business structure in which there is one person who owns the business under their name. You only need to register with the state if you are going to do business under a name other than your own.

Since a sole proprietorship technically isn’t a legal entity, it doesn’t offer much in the name of legal protection. Income and expenses in this type of business formation are reported on Schedule C of your personal income tax return. Professionals, consultants, and independent contractors are usually sole proprietorships.


There are two main types of partnerships: general and limited. General partnerships are best for joint business ventures where profits, liability, and managerial responsibilities are shared amongst the partners.

A limited partnership is more common because it protects the partners from the liability of other partners. In this type of business formation, each partner makes an investment and signs a written agreement that communicates the amount of shares, responsibility, and liability each partner will have.

Limited Liability Company (LLC)

This is a special type of business formation that combines the benefits of partnerships and corporations. It offers members protection against personal liability like a corporation does, without corporate taxes.

Naturally, there’s a lot more information required to fully understand the numerous types of business formations out there. To be sure that you have the protection you need to conduct business successfully, contact a business lawyer at 702.451.7077 today.

Bankruptcy Law – Effect of Bankruptcy on Construction Project

When a general contractor, subcontractor, or supplier cannot pay its debts in the ordinary course of business and files for bankruptcy, there can be substantial ramifications to the construction project. The completion of the project itself can be jeopardized, and payment for the services or materials already received or contracted for is most certainly affected. A “liquidation” under Chapter 7 of the Bankruptcy Code calls for the debtor to reduce its assets to cash, pay out a pro rata share of the funds to the creditors, and cease doing business. In contrast, a “reorganization” under Chapter 11 will allow the debtor to remain in business as a “debtor-in-possession” and deal with its creditors under a plan of reorganization.

Once the debtor files its bankruptcy petition, it is protected in that the creditors are not only prohibited from filing a lawsuit on a pre-petition claim, but are also not able to terminate their contracts with the debtor. Additionally, construction contracts are normally classed as “executory” before substantial completion of the construction project. As such, even though a debtor files for bankruptcy, these executory contracts remain viable. In both the Chapter 7 setting and the Chapter 11 setting, the debtor can either affirm or reject executory contracts. The debtor’s decision to affirm or reject an executory construction contract (especially if the debtor is a general contractor) may decide whether the construction project moves forward to completion. While the bankruptcy of a subcontractor or supplier may cause inconvenience to the construction project, the bankruptcy of a general contractor and its rejection of the executory construction contract can be catastrophic. The rejection of a contract for a residential home development, for example, would have a trickle-down impact on all the subcontractors, suppliers, and design professionals who had contracted to provide goods or services to the project.

Property of the bankruptcy estate can include materials and equipment being used in the construction project, as well as funds being dispersed or used in the construction process. The bankruptcy trustee or debtor-in-possession can, in some instances, use the materials, equipment, and funds in the liquidation or reorganization of the debtor.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

Securities Law – Additional Offerings, Disclosure & the Securities Exchange Act of 1934 – Issuer Reports & Recordkeeping

Fair Disclosure Requirements for Public Companies

Regulation FD, adopted by the Securities and Exchange Commission in August 2000, provides that publicly traded companies must not make selective disclosures of material non-public information to securities analysts without making that same information available to the public generally. Whenever an issuer of securities or someone acting on the issuer’s behalf intentionally discloses material information to persons described in the four rules in Regulation FD, the information must be released simultaneously to the public. If material information is released inadvertently, the information must then be disclosed promptly to the public.

  • Companies that have issued securities registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934,
  • Companies required under Section 15(d) of the Securities Exchange Act to file reports with the Commission, and
  • Closed-end investment companies (companies that are similar to mutual funds in investment strategy but have non-redeemable shares traded on exchanges).

Regulation FD does not apply to investment companies that are not closed-end or to foreign companies and governments.

Not all material non-public information about a publicly traded company must be made public if the information is selectively disclosed. Only information disclosed by persons acting for the company such as directors, officers, and employees with public relations or stockholder relationship responsibilities must be publicly disclosed and then only if the material information was disclosed to those who reasonably would be expected to trade on the information, including persons such as securities dealers, investment advisers, and stockholders.

Regulation FD also does not apply to information disclosed to persons such as attorneys, accountants, and investment bankers who owe a fiduciary duty to the company to maintain confidentiality of the information. Similarly, Regulation FD does not apply to information disclosed to persons who agree to keep the information confidential and who are subject to insider trading prohibitions if they make use of the information for their own benefit.

Rapid dissemination to the public is required for unintentional disclosure of material information. Regulation FD requires public disclosure of unintentionally disclosed material information “promptly” or as soon as reasonably practicable, prior to the next trading day of the company’s securities, and not later than 24 hours after an officer of the company learns of the unintentional disclosure.

Public disclosure must be designed to provide wide distribution of the information to the public. Filing of a Form 8-K with the Securities and Exchange Commission to provide the information may be considered adequate public disclosure.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

Securities Law

An Outline of Federal Securities Laws

Two laws enacted in response to the 1929 stock market crash – the Securities Act of 1933 and the Securities Exchange Act of 1934 – remain the principal federal laws concerning issuance and trading of securities such as corporate stock. Other laws with a role in governing the securities industry include the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Sarbanes-Oxley Act of 2002.

The Securities Act of 1933 requires that important information regarding securities must be provided in the offer and sale of those securities to the public. The act prohibits deceit, misrepresentation, or fraud in the offer and sale of securities.

The Securities Exchange Act of 1934 gives the Securities and Exchange Commission regulatory authority over the securities industry. The Act also gives the Commission authority to discipline regulated securities industry businesses if those businesses engage in certain types of conduct. Finally, the Act allows the Commission to require companies with publicly traded securities to provide periodic reporting of information.

The Public Utility Holding Company Act of 1935 regulates interstate holding companies with operating companies in the electric utility and natural gas industries. Securities and Exchange Commission regulations govern the structures of the utilities and the transactions among the companies within each holding company.

The Trust Indenture Act of 1939 sets up standards for trust indentures that are formal agreements between the issuer of bonds and the bondholders. Unless such trust indentures are entered into, the bonds may not be offered for sale to the public.

The Investment Company Act of 1940 regulates companies such as mutual funds that trade in securities and then offer their own securities to the public. The Act requires disclosure of the financial condition and investment policies of the investment companies or mutual funds in order to reduce conflicts of interest.

The Investment Advisers Act of 1940 regulates investment advisers. Those companies or individuals receiving fees for their advice concerning security investments must register with the Securities and Exchange Commission and abide by regulations designed to protect investors. The law applies to advisers who have at least $25 million of assets under management or who advise a registered investment company.

The Sarbanes-Oxley Act of 2002 created the Public Company Accounting Oversight Board to review activities of the auditing profession. The Act also included various provisions designed to increase corporate responsibility, provide greater financial disclosures, and lessen corporate and accounting fraud.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

Business Review Letters — Antitrust Clearance from the Department of Justice

Before engaging in a business practice, individuals and companies may seek the view of the U.S. Department of Justice on the legality of the business practice under federal antitrust law. The procedure, known as a Business Review, allows persons to ask the Department of Justice for a statement of its current enforcement intentions. Although the Department of Justice is not authorized to provide advisory opinions to private parties, its business review procedure does allow such parties to seek a statement of present enforcement intentions.

The Business Review procedure is set forth at 28 C.F.R. 50.6 and is described on the web site for the Department of Justice. Past business review letters are posted on the web site. Typically, a business review letter will describe the information provided to the Department of Justice regarding the proposed business conduct, state whether the Department would challenge the proposed conduct, and note that information provided in seeking the statement of enforcement intentions will be made public except to the extent that confidential treatment is warranted under the business review procedure.

Topics covered by business review letters have varied from joint negotiation on behalf of cable systems of the purchase of programming to agreements among fishermen in a cooperative for sharing a catch limited by government regulation. The Department of Justice has noted that review is most often sought for proposed joint ventures and for proposals to share business information. For these more usual requests, the Department has stated that it will use its best efforts to have a response within 60 to 90 days if the request is supported with sufficient information.

Categories of information needed to support a “quick response” request to Department of Justice on proposed joint ventures and information exchanges are stated on the Department’s web site and include information describing the proposed conduct and any efficiencies or other benefits it may have.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

Traffic Court

Traffic courts are responsible for trying all cases involving violations of traffic rules and regulations. Generally, traffic offenses are divided into two categories: parking violations and moving violations. Parking violations include illegal parking, parking in a handicapped space without the appropriate authorization, parking at an expired meter, parking during street cleaning, and parking without a permit. Moving violations include driving under the influence of drugs or alcohol, speeding, failing to yield the right of way, failing to obey traffic control devices (not stopping at stop signs or red lights), operating a vehicle without a valid license, and reckless operation.

A person who receives a traffic citation or ticket has the option of paying the traffic ticket or contesting the ticket. Some courts allow traffic tickets to be paid on-line by using a credit card. Traffic tickets can also be paid by telephone, by mail, or in person. If a ticket is contested, it is generally necessary to request a trial date on or before the date that appears at the bottom of the traffic citation. A person who was arrested must report to the traffic court on the date and time written at the bottom of the traffic citation. Failure to appear will result in forfeiture of the bail bond, and an arrest warrant will be issued for the person.

Defendant’s Rights in Traffic Cases

Any person receiving a traffic ticket has the following rights:

  • Right to a copy of the written charge
    The ticket must contain the accused’s name, the charge, the law allegedly violated, and the date, time, and location of the violation.
  • Right to know the penalty for the offense
    The penalties for traffic offenses are set by law and range from a fine to a prison sentence.
  • Right to an attorney
    Any indigent person charged with an offense that carries the possibility of a jail term can have an attorney appointed to represent the person.
  • Right to a jury trial
    A person charged with violating a law that provides for imprisonment of the violator has a constitutional right to a trial by jury.
  • Right to confront witnesses against the person and to present witnesses on the person’s own behalf
    A person charged with violating a law has a constitutional right to cross-examine any witnesses testifying against the person and to call witnesses to testify on one’s own behalf.
  • Right to remain silent
    A person charged with violating a law has a constitutional right to remain silent. The person does not have to say anything. The prosecutor is required to prove the charges.
  • Right to an appeal
    A person is found guilty of a traffic violation has the right to take an appeal to a higher court.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

The Jurisdiction of a State Court

Jurisdiction refers to the power of a court to hear and decide a case. The power of a state court to hear a particular case comes from the constitution and laws of that state. For a court’s decision to be legally binding, the court must have both subject matter jurisdiction (authority to hear a case involving the type of legal matter at issue, such as a contract or a personal injury) and personal jurisdiction (authority over the parties to the suit).

Subject Matter Jurisdiction

State courts generally have authority to hear cases involving transactions that happened within the state or the particular geographical area, such as a county, in which the court is located. However, there are a few types of cases over which the federal courts have sole or exclusive jurisdiction. These include bankruptcy and admiralty cases.

The subject matter jurisdiction of a state court is usually widespread and includes everything from real estate questions to state tax disputes. Most states have special courts or divisions within a court set up to hear a specific type of case. Housing courts, family courts, and probate courts are examples of special state courts. If there is a county probate court, for example, that court would have power to hear all cases involving probate matters, such as contested wills, within the county.

Personal Jurisdiction

A court must have personal jurisdiction over the individuals and companies involved in a lawsuit for a decision to be legally binding on the parties to the suit. Generally, if an individual lives within a state, the state courts will have power to decide a lawsuit involving that individual. The same is true for a company. If the company is located within the state or does business within the state, a state court will have power to decide a lawsuit involving that company. Even if a company is not located within the state, a state court might still have jurisdiction over the company if the company sent mail order catalogs into the state or has other “minimum contacts” with the state. All states have laws allowing a suit against an individual who does not live in a state but who caused a traffic accident while driving through the state.

Service of Process

Personal jurisdiction over an individual or a company is obtained by service of process, which means giving notice of the lawsuit to the individual or the company. Notice of a lawsuit may be given in several ways, depending on what state statutes provide. For example, proper service may include serving the individual or a company officer with a notice in person, by mailing a notice to the individual or company, or by publishing a notice in the newspaper.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

The Court’s Management of High-Profile Cases

Courts are sometimes faced with managing high-profile or notorious cases. A media frenzy surrounding such trials can make it a challenge to provide a fair trial, which is a right guaranteed by the Constitution.

Courtroom Security

Enhanced security measures may be necessary in high profile cases to protect the safety and privacy of parties, witnesses, jurors, the judge, and court staff. A strategy for entry and exit from the courtroom may be needed to assure that the trial will run smoothly. Also, a plan for seating spectators and the media in the courtroom may be necessary to take limited seating space into account.

Courtroom Decorum

It is essential for the judge in a high-profile case to set and enforce clear rules for the management of the case. The judge should insist upon dignity and decorum in the courtroom. The judge should also insist on courteous behavior by all present in the courtroom.

The Media

The judge may establish guidelines for the behavior of members of the media in the courtroom, the hallways, and the area surrounding the courthouse. If cameras are to be allowed in the courtroom, the judge should attempt to minimize the effects of television coverage, which might negatively affect the trial. Also, the judge should consider entering a “gag order,” which prohibits the parties, attorneys, witnesses, and law enforcement from talking to the media about the case being heard by the judge. The U.S. Supreme Court has said that gag orders can be used to control pretrial and trial publicity. Gag orders are allowed when it is likely that a party will be prejudiced without the order or when it will be difficult to assure a fair trial without a gag order.

The Jury

Effective jury management is essential in high-profile cases. The judge is responsible for shielding potential jurors from the media. Once jurors are selected, assuring their privacy and safety becomes crucial in a high-profile case. It is necessary in some instances to sequester or isolate the jury both for their safety and to prevent them from being unduly influenced by the media or outside contacts.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.

Appeal of a State Court Judgment

The losing party in a civil lawsuit can file an appeal after the state trial court enters a final judgment in the case. Generally, a notice of appeal has to be filed within 30 days after a judgment. The person who files the appeal is called the appellant, and the other party is called the appellee.

Appeals to Intermediate Appellate Courts

In most states, there is a two-tier system for appellate review of a judgment. The appeal is first filed in an intermediate appellate court or court of appeals. Most appellate courts or courts of appeal have a panel of between 9 and 15 judges. After the appellate court reviews the judgment, a further appeal is possible to a court of last resort, usually called the state supreme court. In several states, there is no intermediate appellate court, and all appeals from a trial court’s judgment go directly to the state supreme court.

Records on Appeal

Once a notice of appeal is filed, a record of the trial court proceedings is prepared and filed with the appellate court clerk. The record includes the pleadings in the case and any exhibits introduced in evidence. It also includes a transcript of the trial, which is a written record of every word that was spoken in the trial. An appeal is decided based on the record in the case. In almost all instances, no additional evidence can be submitted to the appellate court and no additional witnesses can be questioned before the appellate court.


Both sides in the appeal submit written briefs to the appellate court. A brief is a memorandum that contains a summary of the questions presented on appeal. An appellant’s brief discusses legal principles showing why the appellate court should reverse or overturn the trial court’s judgment. The appellee’s brief presents legal arguments showing why the trial court’s judgment was correct. The briefs contain references or citations to laws or previous court decisions supporting the legal principles. Most appellate courts have rules that specify the content and format for briefs.

Oral Argument

Generally, the attorneys for both sides present oral arguments to a panel of judges of the appellate court. The appellate judges usually question each attorney during his or her oral presentation. After oral argument, the appellate court issues an order or opinion with the panel’s decision. Some appeals are submitted on the briefs without oral argument. In such instances, the appellate court makes its decision based solely on the arguments presented in the parties’ briefs.

Standards of Review

The appellate court reviews the trial court’s decision to consider whether the trial judge correctly interpreted and applied the law to the facts in the case. The appellate court also considers whether the trial court committed any procedural mistakes or errors in the way it conducted the case. If the appellate court finds no error in the trial judge’s handling of the trial and in his or her interpretation and application of the law, the court affirms the judgment. If the appellate court finds error, it reverses or overturns the judgment. The appellate court can then either order entry of a new judgment or remand (send) the case back to the trial judge for further proceedings.

Appeals to Highest State Courts

A state supreme court typically consists of a panel of up to nine judges or justices. Generally, a state supreme court chooses which appeals it will hear and it may refuse to hear an appeal if an intermediate appellate court has already heard the case. Even in some states that do not have an intermediate appellate court, a state supreme court can decide not to hear an appeal.

Copyright 2011 LexisNexis, a division of Reed Elsevier Inc.