In today's fast-paced business environment, where a single mouse-click can instantly transfer millions of dollars, a warehouse full of merchandise, or simply a copy of the latest best-selling novel, you and your fellow business owners might feel understandably overwhelmed by the sheer magnitude and speed of the transformation in virtually every aspect of doing business in the 21st century.

The exponentially-expanding global marketplace, fostering innovations in everything from technology to management practices to idea processes, brings with it new challenges that make it imperative for businesses of every kind, no matter how large or small, to have a trusted, experienced legal advisor who understands your unique legal circumstances and who knows how to help you navigate the increasingly complex legal climate in the world of business.

As an experienced Las Vegas Nevada Business Lawyer, I have a comprehensive understanding of the needs of both corporate and individual clients in a wide range of business law practice areas, including:

• Business Law
• Business Formation
• Business Litigation
• Franchising
• Buying and Selling of Businesses
• Limited Liability Company Law
• Corporate Law
• Negotiations

Business Formation:
There are numerous advantages to incorporating your business in the state of Nevada. I am well-versed in the needs of new and existing businesses and can advise you on maximizing the benefits of Nevada's favorable tax climate and other assets. At any stage in the planning, launch, operation or relocation of your enterprise, you can contact my Firm for business-savvy legal representation.

Leveraging years of experience, my Firm assists clients with fundamental and complex business formation issues like:

• Choosing to operate as a closely held business, limited liability company (LLC), partnership or corporation
• Understanding the liability involved with being a director or officer of the company
• Establishing shareholders' rights and business succession plans
• Setting and managing plans for franchising
• Handling the full range of transactions and any litigation associated with setting up your business

When you work with me on your business formation, you also gain an invaluable legal resource once you are up and running. As a skilled Las Vegas Nevada Business Lawyer, I have the experience to counsel and represent you in:

• Business transactions — including large asset purchases, acquisitions of other businesses, mergers, franchising agreements and dissolutions
• Business litigation — including all types of contract disputes
• Negotiations and other business law matters — extending to organizational planning and other challenging areas

My Firm welcomes clients from out of state who want to establish organizations in Nevada. We are an excellent resource when you wish to take advantage of favorable conditions including:

• No corporate or personal state income tax
• No franchise tax or taxes on corporate shares
• Minimal reporting and disclosure requirements
• No state residency requirement for stockholders, directors or officers
• Favorable, flexible stock issuance, purchase and transfer regulations

Business Litigation:
As a respected Las Vegas Nevada Business Lawyer, I recognize that starting and running a business is incredibly demanding. When you need an attorney to advise you and protect your interests, experience and efficiency are critical. When an issue that requires strong negotiation or business litigation skills arises, call my Firm immediately for responsive, savvy representation.

I take the time to understand your business and its priorities. My experience in business formation, issues associated with franchising and contract law gives me excellent perspective on your challenges and opportunities as a business owner. At some point, almost every business owner encounters a need to:

• Defend a lawsuit
• Consider filing a civil suit to recover damages or enforce a key business agreement

When I advise business clients on contracts and agreements, I emphasize keeping it simple and relying on my expertise to call attention to potential problems. Critical areas in contract drafting include:

• Making certain you are comfortable with your duties and obligations
• Making requirements and expectations of the other party clear at the beginning of negotiations
• Providing for remedies within the contract if there is a breach by either party

Engaging my Firm for contract negotiations will help protect you from the risk of costly litigation. However, engaging in business activity involves the potential for a wide range of liability claims and contract disputes. I have experience negotiating and interpreting all types of agreements for clients, such as:

• Agreements for the sale of goods
• Purchase orders
• Employment agreements
• Confidentiality agreements
• Leases for real property
• Franchise agreements

I have had excellent success negotiating satisfactory settlements for business clients without taking business disputes to trial. However, when business litigation is the best way to advance your business interests, I will give my all in taking your case to a courtroom.

If you or someone you know needs the assistance of an experienced Las Vegas Nevada Business Lawyer, call Attorney John Cereso today at 866-722-4112, or complete the contact form provided on this site to schedule your free consultation.

Business Contracts:
Business contracts are written agreements spanning a broad range of the business relationships that occur in the life of a typical company.  They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements and independent contractor agreements.

Contracts are the very stuff upon which the marketplace is founded, and they provide the basis for a large share of business litigation.  The remedies for breach of contract include money damages and injunctive relief expressly directing one of the parties to perform a contractual obligation.  This remedy involves a form of injunction called a “specific performance” decree.  The remedy of specific performance is often called an “extraordinary” equitable remedy, in that courts will not grant specific performance except in a sharply limited number of circumstances.  Punitive damages are not an available remedy in a contract lawsuit.

Business Formation:
There really isn’t any need for legal counsel in forming a sole proprietorship, but other forms of business organization are a good deal more complicated and are best accomplished with the assistance of a lawyer.  These include the formation of partnerships, limited liability companies and corporations.

Business and Corporate Services:
Business and corporate services involves advising companies and investors in the purchase, sale and mergers of businesses.  The services provided include forming and funding start-up companies, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Business Litigation:
Business litigation is the area of law that provides assistance in the preparation and presentation of a lawsuit or other resort to the courts to determine a legal question or matter in business situations.  Business can be any activity or enterprise entered into for profit, usually a company, a corporation, partnership or any such formal organization.  Business lawyers advise and represent businesses and financial institutions in such areas as business torts, class actions, complex contracts, financial forensics, government investigations, international dispute resolution, professional relations, real estate disputes, securities and antitrust, technology and intellectual property, professional malpractice, shareholder and corporate governance and telecommunications.  Business lawyers place an emphasis on achieving or defending against pre-judgment remedies, including pre-judgment orders for writs of possession, attachments, temporary restraining orders, and injunctions, as well as arbitration or mediation settlements and monetary compensation resulting from lawsuits.  Transactional business lawyers represent clients in matters relating to, but not limited to, organizational, operational and contractual documents for corporations, partnerships and limited liability companies, commercial transactions, mergers, real estate acquisitions, leasing and development and commercial financing.

Real Estate Financing and Transactional Services:
Typically, as they expand, growing businesses become more and more involved in real estate transactions, ranging from office space to retail store properties to warehouses and shopping mall syndication.  A qualified business lawyer can provide valuable assistance in traditional real estate purchase, sale and leasing transactions, and in dealing with environmental and various other issues arising out of industrial and agricultural redevelopment projects.

Securities Litigation:
In the course of financing their expansion, businesses commonly turn to one or more activities involving the sale of securities, ranging from the funding and formation of start-up companies to buying and selling professional practices, assets, divisions and companies, and engaging in private stock offerings and re-sales.  Businesses may also get involved with such things as structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Intellectual Property:
The term "intellectual property" refers to a "creation of the intellect" that has commercial value, such as copyrighted literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, names, images, and designs used in commerce and in industrial processes.

Mergers and Acquisitions:
The phrase "Mergers and Acquisitions" refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.  Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts.  Corporate mergers are often aimed at reducing market competition.  On other occasions, acquisitions can occur through hostile takeover by a "corporate raider" purchasing the majority of outstanding shares of a company in the open market.  In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeovers.

Technically, what differentiates a merger from an acquisition is how it is financed.  Simply put, a merger is a combination of two companies into one larger company.  A "merger" or "merger of equals" is often financed by an all-stock deal (a stock swap).  An all-stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company.  The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.  An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock.  In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially all of its assets.

Succession Planning:
Succession planning is the process of identifying and grooming suitable replacements, through mentoring and training, for such key company employees as a CEO upon the expiration of his or her term of office.

Franchises and Other Types of Business Marketing:
A great many small businesses in the marketplace today are operated not as purely independent businesses, but as franchises, distributorships, or any of various types of licensing arrangements.  All of these businesses are created through written agreements containing express and implied warranties, and it is not uncommon for issues to arise resulting in litigation.

Government Regulation:
Businesses often find themselves at odds with one governmental agency or another, whether it be the local zoning commission, the federal Environmental Protection Agency, the Federal Trade Commission, or any one of several hundred other federal, state and local agencies.  Conflicts with governmental agencies are usually covered under state and federal statutes, and also under state and federal regulations and local ordinances.  As a general rule such conflicts are litigated before administrative tribunals under administrative law.  This usually imposes fewer formal requirements on the parties and produces a quicker result, but sometimes it does so at the expense of someone’s rights.  If you feel that your rights have been violated in an administrative hearing that has gone against you, the judicial system will consider an application for relief, based upon allegations that there was an abuse of discretion in the holding against you.

Breach of Fiduciary Duty:
The formation of a "fiduciary relationship" begins when someone places special confidence and trust in another who has substantially superior knowledge and training, and also relies on that person to act in his or her best interest.  If this trust is knowingly and voluntarily accepted, a “fiduciary” relationship is said to exist.  This places a legal duty on the stronger of the two to act diligently in the best interest of the weaker party and never, under any circumstances to secure any advantage at the weaker party’s expense.  There are a limited number of circumstances in business transactions where a fiduciary relationship comes into play.  Courts tend to rigorously enforce fiduciary duties, and in the event of a willful breach often award punitive damages as well as compensatory damages.  Some common examples of fiduciary relationships are a trustee-beneficiary relationship, a doctor-patient relationship, a lawyer-client relationship and a corporate officer-stockholder relationship.

Licensing and Commercial Contracts:
Business services attorneys counsel clients in a wide range of commercial and intellectual property (IP) transactions.  They provide assistance in structuring, drafting, reviewing and negotiating commercial and IP agreements related to the development, acquisition and commercialization of technology, IP, goods or services.  The types of agreements involved in these transactions include:

• Software license, maintenance and support, source code escrow, end user license, patent and other technology license agreements
• Development agreements
• Purchase and supply agreements
• Manufacturing agreements
• Distribution, reseller, value-added reseller (VAR) and original equipment manufacturer (OEM) agreements
• Referral, marketing agreements
• Employment, consulting, technical services and outsourcing agreements
• Joint venture, strategic partner, technology transfer agreements
• E-commerce and Internet-related agreements (including web-based hosting agreements, application service provider (ASP) agreements, web site development, privacy policies and website terms of use)
• Non-disclosure agreements

Sales Commission Disputes:
In avoiding sales commission litigation there is no substitute for an artfully drafted agreement spelling out precisely how and at what rate sales representatives are to receive commissions.  Common usage and custom are also taken into consideration by courts in determining the issues, even where there is a written agreement.

Trade Secrets:
A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.  Trade secret difficulties can be eliminated or, at least, minimized by effective legal language in employment and/or severance agreements, but situations will still arise from time to time where litigation presents the only viable solution.

Litigation and Dispute Resolution:
Commercial disputes often become legal disputes, the resolution of which typically proceeds along an escalating scale of confrontation ranging from informal settlement negotiation to hardball litigation.  An effective business litigation attorney must have complete mastery of this complex and challenging field of law, but more than that, he or she must also have the patience and personal skills to operate on an informal level, and the aggressive forensic ability and tenacity to claim victory in the courtroom.

Alternative Dispute Resolution:
Business disputes can be resolved traditionally, by way of litigation.  This involves the filing of a lawsuit in court that is then answered by the defendant.  Over a period of months and sometimes even years, a lawsuit makes its way through the system, ultimately to be decided by a judge sitting alone, or by a jury, presided over by a judge.  It is an expensive, tedious and time-consuming process.  The modern trend in the economic world is away from the courthouse in favor of one or the other of two less formal, less expensive, faster and more efficient methods of conflict resolution, called "mediation" and "arbitration".

Mediation:
Mediation is one form of Alternative Dispute Resolution that is gaining in popularity in business litigation matters.  In this process the parties jointly select a mediator, usually a lawyer known by both sides to be honest and fair and, more importantly, known to have experience with the type of issues involved in the mediation. Each side submits written factual summaries to the mediator, together with any legal citations that seem appropriate. 

There is a meeting, usually at the mediator's office.  The mediator meets first with both sides, inquiring whether or not there has been any progress toward settlement, and if so, he or she may invite the parties to use his office to discuss the matter further.  If they decide to do that the mediator usually leaves the room for a time, to give both sides a chance to communicate freely.  Upon returning, if the parties have not reached any agreement, the mediator will meet with one side separately, commenting on that side's factual summary and legal citations, expressing an opinion as to the probable outcome if the issues are litigated, and finally, making a recommendation with regard to settlement.  Then the mediator meets with the other side, separately, and repeats the process.  The mediator gives both sides an opportunity to meet with their respective attorneys and discuss the mediator's interpretation of the case and settlement recommendations.  Then all come together again and the mediator attempts to urge both sides toward a common ground of settlement approximating the recommendation he or she has made.  Frequently, the parties will reach a settlement agreement, either on the terms recommended or upon some other and different terms.  The mediator has no authority to impose a settlement, so the parties remain free to resolve their dispute in court.

Arbitration:
Arbitration is a method of Alternative Dispute Resolution.  In this process, the parties jointly select a lawyer to act as arbitrator.  The idea is to choose someone with an outstanding reputation for personal and professional integrity, with heavy litigation experience involving cases similar to the one in which the parties are currently involved.  The parties may select either "binding" or "non-binding" arbitration.  Some lawyers discourage their clients from participating in "non-binding" arbitration, seeing futility in the expense and inconvenience of a process that may prove a waste of time.  Other attorneys discourage their clients from participating in "binding" arbitration, so that their options are preserved in the event of an unreasonable adverse ruling by the arbitrator.

Arbitration is more like a trial than is Mediation.  For one thing, in binding arbitration the arbitrator's decision is virtually the same as a judgment.  In both types, however, the arbitrator actually renders a decision, as opposed to simply making a recommendation.  Each side submits an arbitration brief, containing a summary of relevant facts, a list of the legal issues thought relevant, and reference to the applicable law.  There is a hearing in the nature of a trial, but much less formal.  It is usually held at the arbitrator's office.  Sworn testimony may be offered, subject to cross-examination.  The attorneys usually join in a stipulation agreeing that certain specified facts are not in dispute.

The rules of evidence are less rigorously applied in arbitration hearings than in trials.  Sometimes the arbitrator announces a decision at the end of the hearing, but more often, the case is taken under submission by the arbitrator, the decision being communicated by letter to both sides within a week or two.  The arbitration process takes a lot of pressure off the court system, and it has proven itself as an effective alternative method for the resolution of disputes.

Employment Law:
Employment law is a growing and ever-changing body of state and federal statutes, rules, regulations, ordinances, judicial precedents and administrative rulings touching on the legal rights and obligations of employers and employees, and of their respective affiliated organizations.  One or another aspect of employment law affects virtually every facet of commercial activity in the modern marketplace.

Employment Handbooks and Policy Manuals:
Most large companies have Employee Handbooks and Policy Manuals.  They serve a very useful purpose in making employees fully aware of what they can expect from their employer, and what is expected of them.  Both are useful tools in preventing litigation simply by removing confusion.  The growing trend is for small companies to have them also.  One always hopes that a business will grow and it is much more effective to have such things in place before the growth occurs than afterwards.

Software:
Computer software issues are among today’s fastest growing areas of business litigation.  This burgeoning commercial field is broad-based, spanning many levels, including software licensing, maintenance and support, source code escrow, as well as end user licensing, patent and other technology license agreements.  High-tech business litigation also involves software development agreements, purchase and supply agreements, manufacturing agreements and non-disclosure agreements.

If you or someone you know needs the assistance of an experienced Las Vegas Nevada Business Lawyer, call Attorney John Cereso today at 866-722-4112, or complete the contact form provided on this site to schedule your free consultation.

If you or someone you know needs the assistance of an experienced Las Vegas Nevada Business Lawyer, call Attorney John Cereso today at 866-722-4112, or complete the contact form provided on this site to schedule your free consultation.

ADDRESS OF THE FIRM:
Nevada Law Group, Ltd.
2920 North Green Valley Parkway Bldg. 3, #313
Henderson, NV 89011
Telephone: 866-722-4112
Fax: 702-940-2314

MEMBERS OF THE FIRM:

John E. Cereso

EDUCATION:

• University of Toledo College of Law, Toledo, Ohio
  • Juris Doctorate
• Saint Mary's University, Winona, Minnesota
  • Master of Arts
• Webster University St. Louis, St. Louis, Minnesota
  • Bachelor of Arts

BAR ADMISSIONS:

• Nevada
• New Jersey
• U.S. District Court District of Nevada
• U.S. District Court District of New Jersey

PROFESSIONAL MEMBERSHIPS:

• American Bar Association
• Clark County Bar Association
• American Association for Justice
• Nevada Trial lawyers Association
• National Lesbian and Gay Lawyers Association
• Las Vegas Chamber of Commerce
• Sin City Chamber of Commerce
• Delta Theta Phi Legal Fraternity
• Phi Mu Alpha Sinfonia Fraternity
• Nevada State Bar Association