Kerr Simpson Attorneys at Law Kerr Simpson 2026-04-30T07:55:08Z https://www.sterlingkerrlaw.com/feed/atom/ WordPress /wp-content/uploads/sites/1405012/2022/01/cropped-favicon-1-32x32.png On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Why acquisitions fall apart during due diligence]]> https://www.sterlingkerrlaw.com/?p=52780 2026-04-14T14:54:15Z 2026-04-14T14:54:15Z Where deals start to unravel Due diligence gives the buyer a closer look at how your business actually operates. It can bring up issues that were not visible at the start, even when nothing was intentionally withheld. As that review deepens, several areas often come under closer attention:
  • Financial records raise questions: Your reported revenue may not fully align with bank statements or tax filings, or certain expenses may appear differently when examined more closely.
  • Existing obligations come into focus: A closer review of records may reveal informal loans, outstanding debts or potential claims.
  • Contracts may not transfer easily: Some client or supplier agreements may be verbal, expired or require approval before assignment to a new owner.
  • Ownership of assets may be unclear: You may lack documentation showing that equipment, inventory or intellectual property belongs to the business.
  • Operations depend heavily on you: The business may rely on your relationships or your day-to-day involvement in ways that are difficult to replace.
  • Compliance gaps may appear: Permits, licenses or regulatory requirements may not be fully up to date.
Each of these points may seem manageable on its own. Taken together, they can alter how the buyer evaluates the deal.

Why early confidence does not always hold

Early conversations tend to center on potential. Both you and the buyer are looking at what the business could continue to do, based on a shared view of its performance and direction. Once due diligence begins, the focus moves from potential to proof. The buyer is no longer relying on the story of the business but on the records behind it. You may start to see more questions, increasingly detailed requests and renewed attention on areas that seemed already resolved. From your side, this can feel like a step backward. From the buyer’s side, it is often the first time they are seeing the business in full detail.

What can happen when issues surface late

Once these issues begin to surface, the focus often turns to how they affect the deal itself. The buyer may reassess the risk and propose adjustments to the price, structure or timeline. This can include holding back part of the payment or adding conditions that tie part of the price to future performance. As the buyer reviews more documents and revisits specific points, the process can slow down and negotiations may become less predictable. In some cases, both sides adjust and move forward under revised terms. In others, the gap becomes too wide and the deal may pause or fall through.

How due diligence issues can change your deal

A deal that looks strong early on can still take a different direction once your business goes through closer review. When issues appear late, they can lead to price reductions, added conditions or even a stalled deal, leaving you to decide whether to accept revised terms or start over with another buyer. Preparing ahead of time may help you stay in a stronger position during those discussions. When you keep your records in order and address key issues early, you are more likely to keep the deal moving and reach an outcome that reflects what you have built.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[6 ways an untrustworthy partner can drain your business]]> https://www.sterlingkerrlaw.com/?p=52781 2026-02-02T15:23:19Z 2026-02-02T15:23:19Z 1. Unlimited business expense withdrawals In a standard partnership or LLC, owners often have equal access to bank accounts. An untrustworthy partner might categorize personal luxuries as business expenses. While many believe these incidents are strictly civil matters, the unauthorized use of partnership funds for personal gain can constitute criminal embezzlement under Nevada or California law.

2. Signing high-interest contracts

If your governing documents do not require two signatures for major financial commitments, your partner could legally bind your company to a predatory loan. By the time you find out, the business is responsible for the debt. The partner might have already pocketed a referral fee or commission from the lender without your knowledge.

3. Creating a deadlock to freeze operations

A common tactic in 50/50 partnerships is the intentional deadlock. By refusing to agree on hiring or paying vendors, a partner can grind the business to a halt. This is often a move to force a buyout where they acquire your half for a low price because you want the stress of the stalemate to end.

4. Misappropriating trade secrets

Your client list and proprietary processes are the lifeblood of your company. A partner planning an exit might begin downloading databases or contacting your top clients to sow seeds of doubt. While laws protect against the theft of trade secrets, the damage to your professional reputation can be difficult to repair once a partner begins competing against you.

5. Redirecting new business to a side company

You may notice a partner taking leads and handling them through a separate entity you do not own. Unless your operating agreement explicitly allows for outside business interests, this is often a breach of the duty of loyalty. They use your company resources to attract the lead but keep 100% of the profit for themselves.

6. Withholding financial transparency

If your partner handles the books and suddenly becomes too busy to show you financial statements, take note. Under state law, Nevada members generally have a right to inspect records, though this right can be restricted in the operating agreement. California law also provides access rights, provided the request is for a purpose reasonably related to the owner’s interest.

Next steps for your business security

If these scenarios sound familiar, proactive measures are necessary to secure your entrepreneurial legacy. Addressing a partnership dispute early can prevent a total liquidation of the company. You may want to review your current agreements to ensure they contain specific language regarding dispute resolution and financial oversight. Speaking with a legal professional who understands the local business landscape in Henderson or Las Vegas can provide clarity on your rights and help you navigate the process of restructuring or dissolution.  ]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Do you need a living will or a power of attorney?]]> https://www.sterlingkerrlaw.com/?p=52030 2026-01-05T16:42:45Z 2026-01-05T16:42:45Z When you are making your estate plan, one important step to take is planning for your medical future. If you do not have any type of plan in place, family members may need to make certain decisions on your behalf, such as what type of medical care they want to authorize. This can often lead to conflicts, so it is best to address these issues in advance. Two of the main ways to handle this issue are with a medical power of attorney or with a living will. How are these estate planning documents different?

Making distinct decisions

With a living will, you actively make decisions or choices in advance. For example, you may already know that you do not want to be resuscitated or that you do not want to be kept on life support. You can write these types of decisions into your living will, which your medical team can then consult if you need care. This tells family members what you wanted and helps ensure that you receive – or avoid – the specific types of care you noted.

Choosing an agent

With a medical power of attorney, you do not have to make these choices in advance. You may be concerned that the future is unpredictable and that you do not have enough information to decide what type of medical care you would want. By using a power of attorney, you select an agent you trust to make these decisions on your behalf. They typically only gain authority if you become incapacitated, at which point they can step in. Both of these options can be viable, depending on your personal goals. Consider them carefully when making an estate plan.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[2 common contract claims in Nevada]]> https://www.sterlingkerrlaw.com/?p=52016 2025-12-12T14:01:27Z 2025-12-12T12:44:26Z When a party fails to perform A breach of contract occurs when one party does not meet the legal terms they agreed to. Nevada courts recognize two primary categories:
  • Material breach: This undermines the entire purpose of the contract and may entitle the other party to terminate the contract entirely.
  • Minor breach: Sometimes called a partial breach, this involves a less significant failure that does not destroy the contract's value. The non-breaching party can seek damages, but typically cannot terminate the agreement.
State law gives you six years to bring a claim for a written contract and four years for an oral agreement. Under the discovery rule, this generally begins when you learn about the breach or when you should have known about it through reasonable attention.

When deception leads to agreement

Nevada defines fraud as intentionally lying, deceiving or hiding an important fact to make another party act. While the false statement must be about something that already happened or exists, the law also recognizes promissory fraud, which occurs when another party promises to do something in the future but never intends to keep that promise. The standard of proof for fraud is higher than for breach of contract. You must prove your claim by clear and convincing evidence, which requires more certainty than the preponderance of the evidence standard used in most civil cases. You must also show justifiable reliance on the false statement. This typically means that you actually relied on misinformation when making your decision. State law tends to support victims of fraud, so you do not have a duty to investigate the truth of a statement before relying on it and you are entitled to take the other party at their word unless the falsehood is obvious.

When it may be time to take legal action

When legal action becomes necessary, the process begins with filing a complaint in the appropriate court. Nevada district courts handle civil disputes involving amounts greater than $15,000, while justice courts address smaller claims. The complaint must identify the parties, state the legal basis for your claim and specify the relief you are seeking. Most business lawsuits settle before reaching trial. Negotiations can occur at any point in the process, and courts often encourage parties to explore resolution through mandatory conferences. If the case does proceed to trial, a judge or jury will evaluate the evidence and render a verdict. Legal counsel can provide end‑to‑end guidance by evaluating your claim, selecting the appropriate legal theory, estimating recoverable damages and developing a strategy that aligns with your business objectives. They also manage procedural requirements, court filings and negotiations with opposing counsel.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Can insurance companies alter coverage and deductibles mid-claim?]]> https://www.sterlingkerrlaw.com/?p=52013 2025-12-11T18:35:50Z 2025-12-11T18:35:50Z Filing a sizable insurance claim is sometimes necessary. Property owners and others with specialized insurance coverage may face premises liability claims because someone got hurt or incurred major repair costs due to a recent weather event.  Most policyholders understand that they may have to negotiate with the insurance company regarding their coverage. In some cases, that process can be downright contentious. The insurance company may even try to trick or manipulate the policyholder.  For example, the professional responding to the claim may try to pass financial responsibility back to the policyholder by asserting that the coverage amounts have changed or that the company must adjust the deductible that applies. Is it legal for an insurance company to modify policy terms during a claim? 

Policy terms are set in advance

If insurance companies could negotiate coverage terms when policyholders made claims, people would be relatively vulnerable to unfair claims outcomes. Therefore, it is standard practice to lock in specific terms for the duration of the policy, which is usually one year.  The policyholder decides how much coverage to purchase and usually sets their own deductible, often based on their cash reserves and how the deductible affects their overall costs. Those terms are what govern any claim made until the next policy renewal.  The insurance company cannot force a policyholder to accept a higher deductible or reduced coverage amounts after they have already paid their premium. In scenarios where insurance professionals attempt to manipulate or lie to policyholders, it may be necessary to respond assertively.  Policyholders experiencing bad faith insurance practices have legal rights and protections. Reviewing policy documents and insurance communications with a legal professional can help frustrated homeowners secure the coverage that they need while only paying the deductible that they previously set.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Is an executor about to sell assets for less than they are worth?]]> https://www.sterlingkerrlaw.com/?p=52005 2025-12-04T14:54:32Z 2025-12-04T14:54:32Z Beneficiaries or heirs receiving property from an estate rely on the choices made by the executor or personal representative. The person administering the estate must secure and manage estate resources. They may use resources to repay creditors and cover certain expenses, such as taxes, before they make distributions.  In some cases, estate administration requires the liquidation of resources. If the executor appears to have accepted an unreasonably low sale price for major resources, beneficiaries may need to ask the courts to help. 

Sales could diminish the estate’s value

Selling a business, vehicle or piece of real property for less than the fair market value ultimately diminishes what beneficiaries receive from the estate. A personal representative or executor has a fiduciary duty to the estate. They should make reasonable attempts to determine what assets are worth and to sell them for a price close to that value.  It is common for items to sell for below fair market value at an estate sale. Such transactions may not require intervention by a judge. However, selling major assets for substantially less than they are worth could represent a breach of fiduciary duty.  Judges can potentially issue injunctions in response to pending probate litigation. They can prevent the sale of resources while reviewing the situation.  They might ultimately replace the executor with someone better suited to the role. In other cases where sales have already occurred, the courts can potentially hold executors responsible for the financial impact of their misconduct or incompetence.  Reviewing proposed resource sales can help beneficiaries and heirs assert their rights. Probate litigation can prevent sales that diminish what people inherit or demand accountability from fiduciaries who don't uphold their duty.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Nevada developers beware: Undiscovered easements can derail your plans]]> https://www.sterlingkerrlaw.com/?p=52001 2025-11-28T14:18:33Z 2025-11-28T14:18:33Z Which ones can go unnoticed? Several categories of easements can remain hidden until you start your development project. These include:
  • Utility easements: Power companies, water districts and telecommunications providers often hold rights to maintain lines and equipment on your property. These easements can prevent you from building in specific areas or require you to maintain clear access zones.
  • Access easements: Neighboring property owners might have legal rights to cross your land to reach their buildings or parking areas. These rights can limit where you place fences, gates or security features.
  • Drainage easements: Stormwater systems and irrigation channels may run through your property. You typically cannot build structures over these areas or block the water flow.
  • Prescriptive easements: Someone who uses part of your property continuously for a certain period might gain legal rights to continue that use. Nevada law may recognize these rights even without recorded documents.
Understanding these easement types helps you know what to look for during your property investigation.

Why easements slip through due diligence

Many buyers miss easements because they rely too heavily on limited information sources. For example:
  • Title reports may not catch unrecorded easements or informal agreements
  • Standard surveys sometimes omit underground utilities or historic use patterns
  • Sellers might not know about easements created before they owned the property
  • Verbal agreements between previous owners can create legal rights without paperwork
Thorough research before closing can help you dodge expensive real estate headaches after you take ownership. Discovering easements after purchase can force major project changes and increase your costs substantially. It can be a good idea to seek legal counsel during your due diligence period. This can help you spot easement issues before they derail your development plans.]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Joint tenancy can protect a spouse if the other passes away]]> https://www.sterlingkerrlaw.com/?p=51958 2025-11-12T20:50:13Z 2025-11-12T20:50:13Z Spouses who purchase real estate together have to determine how they’re going to set up the title for the property. Many choose to use joint tenancy, which is a form of property co-ownership that enables them to have equal rights to the property.  A joint tenancy also establishes a right of survivorship. This means that if one owner dies, the property automatically passes to the surviving owner. The right of survivorship bypasses probate and can simplify the transfer of the real estate after the owner’s death. 

Nevada law sets specific standards

Nevada Revised Statutes Chapter 111 deals with joint tenancy matters. It outlines the requirements for a joint tenancy to be valid. One of these is that the title or deed must clearly state that the property is held in joint tenancy. That designation requires that all tenants acquire their interest in the property at the same time and through the same document. This provides them with equal ownership.  Some couples may not want to set up a property as a joint tenancy. Nevada law also allows them to use community property with a right of survivorship as an option, but only if the couple is married. This functions in a similar manner to the joint tenancy, but has specific tax considerations if one spouse dies.  Because real estate that’s designated as a joint tenancy doesn’t go through the probate process, the surviving spouse can retain control of the home without waiting on probate. Deciding how to set up a real estate title is a major decision, so it may be best to work with someone who understands these matters. ]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[3 types of trusts to add to your estate plan]]> https://www.sterlingkerrlaw.com/?p=51953 2025-10-31T15:06:33Z 2025-10-31T15:06:33Z When drafting an estate plan, it is important to consider asset protection. After you pass away, your estate value could be reduced because of estate taxes and debt collectors. However, you can protect the value of your estate by creating a trust. A trust is a legal document that helps ensure your beneficiaries receive the full amount of their inheritance. Assets placed in a trust are managed by a trustee, who is responsible for distributing trust funds to beneficiaries.  There are several different types of trusts that can do more than protect your estate. Here is what you should know:

1. Revocable trust

A revocable trust is one of the most common trust options. This trust allows you to place funds in the trust to protect assets from debt collectors and estate taxes. You can alter a revocable trust at any time. When you pass away, the revocable trust becomes irrevocable, preventing changes and protecting trust funds. 

2. Spendthrift trust

A spendthrift trust allows you to prevent trust funds from being wasted on poor investment opportunities. You can use a spendthrift trust to limit access to trust funds. This can prevent a beneficiary from spending the entire value of the trust on frivolous expenses. 

3. Charitable trust

A charitable trust allows you to fund a charitable organization. Trust funds in a charitable trust can be distributed to charities, private organizations and research programs, for example. Charities can receive a portion of the trust’s value at regular intervals, allowing the charity to continue operations for years to come.   If you are not sure if a trust is right for your estate plan, you can reach out for legal guidance to learn about your options. ]]> On Behalf of Kerr Simpson Attorneys at Law <![CDATA[Why do homebuyers need to purchase title insurance?]]> https://www.sterlingkerrlaw.com/?p=51949 2025-10-19T16:20:56Z 2025-10-19T16:20:56Z Protection during a title dispute If another party claims to have an ownership interest in real property, the matter might go to court. The spouse of a prior owner or heirs who should have inherited from an estate are among those who might try to assert that they have title rights to a property. Title insurance can support those dealing with an active title dispute. The policy can pay for the cost of legal representation. Having an attorney respond to title claims can increase the odds of owners successfully defending their investments. If the courts eventually determine that the outside party does have an interest in the property, then title insurance becomes even more valuable. It can reimburse the owner for the equity that they lost, including the value of their down payment and the cost of any improvements they have made to the property since gaining possession. Title insurance can make it possible to rebuild after unexpectedly losing a residence due to unforeseen complications. Making sense of the closing costs collected in a real estate transaction can help buyers proceed with confidence and protect the interests of those facing a real estate dispute. Title insurance may be costly, but in the rare case that it is necessary, buyers are usually grateful to have it.]]>