Leah Martin Law

Free Legal Help in Nevada, October 2026

2026-09-30T22:49:19Z

The Nevada State Bar is celebrating pro bono, in association with the American Bar Association’s Celebrate Pro Bono 2026. Throughout the month of October, 2026, Nevada lawyers will be helping local Nevada communities with their legal questions. Click here for the Nevada State Bar Schedule of Free Legal Help Events in October. Sessions will be offered by legal aid providers and supporting partners. Most programs offered during "Celebrate Pro Bono" are made possible with support from Nevada financial institutions and their participation in the Interest on Lawyer Trust Accounts (IOLTA). These programs help raise funds to help low-income Nevadans with civil legal needs. Anyone in need of civil legal help is welcome to attend these free sessions. Lawyer Volunteer forms can be found here: https://nvbar.org/volunteer-for-pro-bono-sign-up/ If you are in the Reno, NV area, attorney Leah Martin will be participating in the Nevada Veterans Business Outreach Center for their "Boots to Business" training workshop. Details here and below. • Event Name: Boots to Business Reboot Workshop • Date & Time: October 14, 2026 | 9:00 a.m. – 4:00 p.m. • Venue: Innevation Center, Reno, NV (Free all-day parking available; virtual attendance option also provided)

Revisiting Nevada’s AB 239: Controlling Stockholders

2026-09-28T23:42:51Z

When we last analyzed Nevada's Assembly Bill No. 239 (AB 239), it had just been signed into law in May 2025. While revisiting the bill, well into 2026, the practical implications of this historic corporate legislation are becoming clearer. Nevada received a lot of interest from Delaware corporations as many believed it to be more protective of key stockholders and its board of directors and officers. Between 2024 and 2025, Nevada welcomed many large-market-share companies that opted to domesticate their corporations to Nevada. For corporations, especially Delaware corporations still considering a move to Nevada, the dust is beginning to settle. For the Nevada business lawyer and corporate attorney professionals advising them, the picture has considerably improved.

Understanding Controlling Stockholders

AB 239's most significant changes remain as originally passed. In Nevada, directors and officers of corporations have fiduciary duties explicitly codified under Nevada Revised Statutes (NRS) § 78.138. Stockholders in Nevada corporations generally owe no fiduciary duties to the corporation or fellow stockholders. However, AB 239 added limited exceptions for "controlling stockholders," defined as those with voting power to elect a majority of directors. For those controlling parties, the fiduciary duty is to refrain from influencing directors or officers to breach their obligations for controlling stockholders’ financial benefit.

What Nevada AB 239 Means for Controlling Stockholders

AB 239 aims to provide a more predictable avenue to prove the presence of a conflict of interest, intentional misconduct, or fraud within the corporation. In Nevada, there are certain stock percentage thresholds that must be met to inspect or conduct a financial audit of corporations (NRS § 78.257). In addition, under NRS 78.138(7), a director or officer is not personally liable for damages unless both of the following are proven:

The presumption that a director or officer acted in good faith has been proven false, and
The breach involved intentional misconduct, fraud, or a knowing violation of law.

This protection for directors and officers now extends, narrowly, to controlling shareholders through AB 239. As mentioned, their duty is to refrain from influencing directors or officers to breach their fiduciary obligations. Additionally, AB 239 offers another layer of protection for controlling shareholders through disinterested parties. Controlling shareholders are presumed to not have breached their duty if the transaction was approved by either: A group of disinterested officers or directors or; A disinterested committee selected by the full board. This mirrors the business judgment rule protections that directors and officers already enjoy.

The Minority Stockholder’s Perspective

For minority stockholders, AB 239 seeks to simplify the remedy available to anyone challenging a corporation’s actions. The bill made changes related to the rules and availability of dissenters’ rights. Minority shareholders looking for an exit strategy when a merger, conversion, or exchange occurs can demand payment of the “fair value” of their shares. Additionally, they cannot concurrently sue to prevent the transaction unless the company specifically failed to get the required votes or committed literal fraud (NRS 92A.380). Before AB 239, the grounds for litigation were much broader making the claims for dissenters and corporations alike less predictable. With these changes, dissenters' rights become the most viable mechanism for stockholders who object to major corporate actions.

Conclusion

The passage of Assembly Bill 239 has profoundly reshaped Nevada's corporate landscape, creating both significant opportunities and new compliance obligations for businesses operating in or moving to the state. Whether you are a corporation considering reincorporation, a controlling stockholder seeking to understand your narrowed fiduciary duties, a minority investor assessing your dissenters' rights, or a board member navigating the new safe harbor provisions, the stakes have never been higher. A Nevada business lawyer can guide you through the reincorporation process, structure transactions to maximize the safe harbors AB 239 provides, and ensure your governing documents align with the current bill. A skilled corporate attorney will help you evaluate whether Nevada is the right jurisdiction for your business and advise on the strategic trade-offs between protection and accountability. The cost of getting it wrong, whether through a failed reincorporation, a flawed dissent notice, or a corporate structure that fails to implement AB 239's protections, far exceeds the investment in qualified legal guidance.

Where to File Your Nevada Business Lawsuit

2026-08-06T17:50:25Z

If you are involved in a business dispute, a breach of contract, or a corporate disagreement in Nevada; you may be wondering which court to file a lawsuit in. We’ve come across many frustrated business owners who have filed a claim in the wrong court, only to have it dismissed or delayed for months. As any experienced Nevada trial attorney will tell you, understanding jurisdiction and monetary caps is the critical first step to protecting your interests. We’ll go over where to file, each courts’ limitations, and why calling a corporate dispute attorney early can save you time and money. Let’s start with permission. Does you or your business have permission to sue in Nevada? Do you live, do business, or were served in Nevada? If you answered “yes” to any of these scenarios, then Nevada may have power over the persons or companies involved. Other considerations may include business instruments, like a contract, that explicitly define which state will have jurisdiction when a dispute arises. Personal jurisdiction for out-of-state corporations should be discussed with a corporate litigation attorney to determine whether Nevada’s long-arm statute applies. The court’s authority to hear a lawsuit based on the monetary amount of a legal dispute falls within its jurisdictional limit. Nevada courts have jurisdictional limits to protect your rights, maintain separation of power, and to ensure the legal system operates efficiently. One of the first questions Nevada lawyers or law firms ask is where your lawsuit is filed. Below is a crash course on the most common Nevada courts for business filings based on monetary amounts.

Small Claims Court (Claims up to $10,000)

Cases in small claims must fall at or below the $10K limit and must be filed at local Justice Courts. You can waive any dollar amount over the $10K threshold. You cannot break up a larger claim into multiple lawsuits in small claims. Generally, you do not need an attorney if you are representing yourself or your business, but you are allowed to have one. Keep in mind that mandatory mediation for small claims is required in certain jurisdictions in Nevada. This means that before the case is heard by a judge, a neutral mediator will meet with both parties in an attempt to reach a settlement. We recommend contacting the Nevada State Bar for those looking for small claims relief as they have plenty of free or low-cost legal resources for the general public.

Civil or Township Justice Court (Claims up to $15,000)

If your case claim is between $10,000.01 and $15,000, then you will most likely have to file in this court. The case is handled by the same local Justice Courts but follows the formal Nevada Rules of Civil Procedure (strict rules, filing deadlines, evidence, and possible sanctions). If your Nevada business case is in this court system, then you will need a licensed Nevada attorney. Business owners cannot represent their own business in this court. For more information on this topic, check our previous blog on How to Respond to a Lawsuit. Depending on the court, there may be an option for voluntary arbitration (binding or nonbinding), contractual arbitration (your contract must have a valid arbitration provision), or mediation alternatives. Our firm can only offer pre-litigation services if you are considering filing a claim in Justice Court.

District Court (Claims above $15,000 or Equitable Claims)

Claims that are over $15K should be filed in the district county court where the defendant resides or where the cause of action arose (e.g., Clark County for Las Vegas; Washoe County for Reno). District Court also follows the Nevada Rules of Civil Procedure but District Court is where hiring a business attorney, or at least consulting with one, can be very beneficial. District Court is recommended for complex discovery and commercial evidence. Even when the monetary amount points to Justice Court, an experienced business attorney will be able to identify if there are any equitable claims or non-monetary relief to be requested (e.g. requests for an injunction, specific legal performance, or declaratory judgment). This type of legal demand is not available in Justice Court. Other considerations for District Court involve the passage of Assembly Bill 3 (AB3) and Alternative Dispute Resolution programs. You can read more about those changes in our previous blog here: Changes to Nevada Lawsuits in 2026. Lastly, for business cases in Clark County Nevada, your case may be eligible for a specific court known as Business Court. Business Court is reserved cases that focus on complex business matters where having an attorney of record is mandatory. For a detailed analysis of whether your specific dispute qualifies for Business Court, it is best to consult with a Nevada contract lawyer who is familiar with the latest local rules and regulations.

Federal Court (Claims above $75,000 and Diversity Jurisdiction)

At this level of the legal system, federal rules of procedure and evidence apply. In addition to the monetary claim above $75K, a Federal Court business dispute will most likely be between citizens of different states (e.g. an Arizona business suing a Nevada company). It’s usually a good idea to have your legal or finance team verify the amount in question as the $75K excludes any interest or court costs. If your case is a class action, then the total amount increases to $5 million. Having legal counsel early on will help find the optimal forum for your business dispute.

Nevada Court System: Monetary Thresholds & Eligibility
Court Level	Monetary Limit / Threshold
Small Claims Court	Up to $10,000
Justice Court	$10,000.01 to $15,000
Nevada District Court	$15,000.01 to Unlimited (No upper cap)
Clark County Business Court	No monetary threshold (but typically used for high-value or complex business cases)
Nevada Federal Court	Exceeds $75,000 and meets diversity of citizenship

Congratulations to Our 2026 Top Rank Nevada Business Attorneys

2026-06-10T18:15:15Z

Congratulations to our attorneys featured in the 2026 Nevada Business Magazine Top Rank Attorneys issue! Your commitment, expertise, and dedication to the community have truly earned this recognition. Wishing you continued success in the legal industry! To learn more about Nevada Business Magazine’s Top Rank Attorneys issue, click here.

The In Your Business Podcast: Conversation with Leah Martin

2026-04-08T18:48:37Z

Mar 25.2026 (32 min 19 sec)

The In Your Business Podcast

A show by Jeff Maren and Allison Adams.

Instagram: https://www.instagram.com/theinyourbusinesspodcast/

Understanding Arizona’s New Litigation Financing Law: What Businesses Need to Know

2026-03-23T19:14:30Z

Our Phoenix business lawyers regularly counsel clients on how changes in Arizona law can influence their litigation strategy and commercial exposure. Effective January 1, 2026, Arizona Senate Bill 1215 (SB 1215) introduces comprehensive consumer protection and disclosure requirements for litigation financing agreements. This significantly alters the landscape for third-party funding in civil actions. In this blog, we’ll go over what Arizona business owners and their legal counsel need to know about this new legislation.

What is Litigation Financing and Why is this Important?

Litigation financing involves a third party (a "litigation funder") providing funds to a plaintiff in exchange for a portion of any financial recovery . While this approach can help even the playing field against defendants with significant capital, SB 1215 intends to increase transparency and prevent exploitation. SB 1215 applies to any civil action, administrative proceeding, or claim pending or commenced on or after January 1, 2026 . Here are the critical sections every Phoenix business owner should understand:

Mandatory Disclosure

Within 30 days after an action commences, parties or their counsel must disclose whether they have entered into a litigation financing agreement and name the litigation financier. This admission is mandatory without awaiting a discovery request . This is a continuing requirement, triggered again if a new agreement is signed or an existing one is amended.

Prevention of Funder Control

The law explicitly prohibits a litigation financier from directing, strategizing, or making any decisions regarding the lawsuit. This includes decisions about appointing or changing counsel, choice of witnesses, and litigation strategy. The named party and their counsel of record retain all rights to manage the lawsuit. Additionally, a funder cannot collect a larger share of the proceeds than the funded party.

Protection Against Foreign Influence

Notably, SB 1215 prohibits litigation financiers from providing funding that is directly or indirectly financed by a "foreign entity of concern" (as identified by federal regulations or the Arizona Governor). This allows parties to seek discovery regarding whether any owner or investor in the financier is a foreign party of concern.

Consequences of Non-Compliance

Infringement of these requirements is deemed an unlawful practice under the Arizona Consumer Fraud Act. Furthermore, any litigation financing agreement found to be in violation of the law is voidable, and courts may impose sanctions for failure to make required disclosures.

Why This Matters for Your Business

If your company is involved in litigation—whether as a plaintiff or defendant—this law creates strategic considerations: For Plaintiffs: If you are considering litigation funding to pursue a claim, you must be prepared for early disclosure of the funder’s identity. Having a Phoenix business lawyer review a lawsuit loan agreement is recommended before accepting any litigation funding. For Defendants: You now have a legal right to know if your opponent is backed by a third party. This knowledge can be crucial in settlement negotiations and trial strategy. You may also appeal for additional information if you believe a funding agreement may impact your rights or proprietary information. Consulting with a Phoenix business lawyer is recommended as they will be able to identify your legal options to protect your business interests.

How a Phoenix Business Lawyer Can Help

Navigating these new disclosure requirements is essential to avoiding penalties and protecting your interests. As dedicated Phoenix business lawyers, we can help you ensure compliance, develop a legal strategy, and address any financing disclosures. If your business is currently involved in litigation or considering third-party funding, contact our office today to discuss how SB 1215 affects your rights and obligations.

Changes to Nevada Lawsuits in 2026

2026-03-11T17:11:53Z

The start of a new year often brings new laws, and for anyone involved in civil litigation in Nevada, January 1, 2026, marks a significant shift. The passage of Assembly Bill 3 (AB3) has transformed the state’s Alternative Dispute Resolution (ADR) programs. The bill changes how civil cases will be handled in court. Whether you are a business owner, an individual considering a lawsuit, or someone currently involved in a dispute, understanding AB3 is critical. We’ll break down the main changes and, more importantly, why you cannot afford to navigate this new legal landscape without an experienced Nevada attorney. AB3 changes Nevada's Mandatory Arbitration and Short Trial programs. The bill proposed to update the program that hadn't been substantially revised in nearly two decades . Due to rising litigation costs, the old $50,000 cap for mandatory arbitration was clogging up the district courts with cases. This also lengthened the amount of time it takes for cases to move through the Nevada court system. AB3 was passed to cure that issue, but the final version includes important amendments that go beyond the monetary cap change.

Main Changes Under Nevada’s Assembly Bill 3

1. Monetary Cap Raised to $100,000.

This means that most civil cases where the amount in question is $100,000 or less will now be diverted from the district court and into the arbitration program. This affects a broad range of disputes, including breach of contract, property damage, and other commercial lawsuits.

2. Attorney’s Fees Cap Increased to $15,000.

Parties looking to implement any Alternative Dispute Resolution clauses in their contracts must take into account the increase in attorney fees. You can find out more information about Alternative Dispute Resolution clauses here.

3. New Automatic Exemptions from Arbitration.

Current cases that are automatically exempt from arbitration include:

Class Actions.
Probate Actions.
Domestic Relations.
Real Estate Title Actions.
Declaratory Relief actions.
Medical/Dental Malpractice.
Equitable/Extraordinary Relief actions.
Business Court Actions.
Construction Defect Actions.
Incarcerated Party Actions.
Alternative Dispute Resolution (ADR): Cases already submitted to ADR by written agreement.

AB3 adds new categories of cases that are automatically exempt from arbitration. These include:

Insurance Bad Faith Actions.
Sexual Assault/Battery.
Product Liability Actions.

Navigating the New Rules with a Nevada Attorney

An attorney will help you identify the strategic pros and cons of each path based on the unique facts of your case. As a plaintiff, just because your case could fall under the new arbitration rules doesn't mean it has to. Your attorney will know how to properly plead and argue for an automatic exemption from arbitration. Conversely, if your company is a defendant in a case which could lead to significant exposure, your attorney can fight to keep it in arbitration. An experienced attorney will also be able to accurately assess your potential exposure or recovery regarding attorney’s fees, which is now five times higher than it was just last year . This will directly impact settlement negotiations and the decision to request a trial de novo (a new trial in district court) if you are not satisfied with the arbitration award. The new rule has created potential inconsistencies and lawful questions that only an experienced practitioner will recognize. It is recommended to contact local attorneys, such as a Las Vegas business attorney or business counsel in Reno, as they will be more familiar with how local courts are addressing these new changes. While AB3 aims to streamline justice and alleviate court congestion, it may also produce a more complex and strategic environment for business disputes.

Moving Your Business to Nevada Under the Model Entity Transaction Act

2026-03-06T20:00:27Z

The Model Entity Transaction Act or META is a uniform model law, drafted by the Uniform Law Commission, which provides an outline for business licensing transactions across different state lines and entity types. META’s objective is to solve the historical problem arising from each state having its own collage of rules for mergers, conversions, and domestications, often creating ambiguity, resistance, and unforeseen legal pitfalls when a business wants to move from one state to another.

META and Non-META States

States like Nevada and Arizona have existing versions of META guidelines in their statutes. This creates a predictable route for businesses moving in and out of these states. When both the home state and new state have META based laws, the process is more simplified. These states will usually require specific documents such as a “Plan of Domestication” and “Articles of Domestication” when filing with the state’s designated licensing department. In addition to standardized documentation, specific laws such as Nevada (NRS Chapter 92A) and Arizona (ARS Title 10, Chapter 13; Title 29) are robust, META-inspired domestication laws. Non-META states lack a clear, straightforward procedure for the domestication of corporations or LLCs. In these states, the leading method to change an entity's home state is a "cross-state merger" or "statutory conversion" into a new entity in the target state. Some known non-META states include:

1. California 2. Kansas 3. Massachusetts 4. Mississippi (for corporations; allows LLC domestication) 5. Missouri 6. New York 7. Pennsylvania (not full domestication)

It’s recommended to check with attorneys licensed in these states as state laws and regulations have ongoing legislation when faced with federal guidelines. For a more detailed, step-by-step, look into domestication into Nevada check out our previous blog here: Moving Your Business Entity To Nevada. The Model Entity Transaction Act is a modern law designed to make business decision making easier when it comes to relocating your company for better rules, lower taxes, or other strategic advantages. However, it is a serious undertaking, and expert legal guidance is recommended. Contact a Nevada business attorney today if you are interested in moving your company to Nevada.

What is NRS 49.075?

2026-01-02T19:18:06Z

Nevada Revised Statute 49.075 defines the attorney-client privilege for corporations, partnerships, limited liability companies, associations, and other business entities. This statute protects confidential communication between the entity's representatives (like officers, directors, or employees) and its attorneys from being disclosed in legal proceedings. We’ll cover more about Nevada’s attorney-client privilege in this blog and help explain why your business needs a licensed Nevada attorney. Understanding the legal protections available is not just good business practice, it's a key factor in risk management. In Nevada, one of the most crucial yet often overlooked statutes is NRS 49.075, which controls the attorney-client privilege for corporations and other business entities. This regulation is a great example of why working with a licensed business lawyer in Nevada is not a simple formality, but a fundamental business practice. It’s important to note that NRS 49.075 has specific nuances. The privilege belongs to the organization, not the individual owner or employee. We’ve discussed supporting documents that help define this separation in a previous blog: operating agreements for a Nevada LLC. Attorney-client privilege only goes into effect when communication is made for securing legal advice for the business, and it can be waived if not correctly handled. Not every conversation with a lawyer is protected, and the privilege may not apply if communication is shared too broadly within or outside the company.

The Need for a Nevada Business Lawyer

The expertise of a Nevada business lawyer is often indispensable. A local Nevada attorney doesn't just understand NRS 49.075; they have first-hand experience with how Nevada courts interpret and apply it. Here’s how proper legal counsel can help your Nevada business:

1. Preserving Your Privilege

A licensed Nevada attorney safeguards classified communications about legal strategy, compliance disputes, or litigation which falls squarely within the protections of NRS 49.075. They will advise on which employees are considered "representatives" under the statute and establish protocols to prevent unintended waiver of the privilege. Without this counseling, you might believe a conversation is confidential, only to have a court order its disclosure during trial where it could become a legal detriment to your business.

2. Valid and Reliable Legal Advice

The Nevada Supreme Court, under NRS 49.095, has held that only communication with duly licensed attorneys is protected under privilege. Using an out-of-state attorney not licensed in Nevada for Nevada matters, or relying on a non-lawyer consultant, strips away this vital protection. Everything discussed could be exposed in Nevada courtrooms by opposing parties in litigation.

3. Proactive Risk Management and Strategy

Your business attorney is more than a problem-solver; they are a strategic legal partner. By engaging a business lawyer in Nevada for ongoing counsel, you create a continuous stream of privileged communication where you can privately discuss everything from expansion plans and employment issues to regulatory compliance. This valuable relationship allows you to detect and alleviate risks before they become expensive lawsuits.

4. Navigating Nevada-Specific Business Regulations

Nevada has distinctive business statutes, from its prominent corporate law (NRS 78) to its LLC provisions. A Nevada business lawyer is fluent in this environment. They can prepare your operations, contracts, and corporate governance to increase protection and decrease liability under Nevada law, ensuring that your attorney-client communications are just one part of a well-built legal foundation.

5. In-Court Representation and Enforcement

If your privilege is contested, you need a lawyer who can argue its application before a Nevada judge. A local licensed Nevada attorney has the familiarity and knowledge to effectively fight for your rights in the courtroom. A legal professional will be able to cite relevant Nevada case law and procedural rules that can have a major impact in protecting you and your business interest in court.

An Investment in Confidentiality and Security

NRS 49.075 is a powerful tool, but it is most effective when utilized with licensed Nevada business attorney. Its protection depends on proper application and accordance to legal standards. For any Nevada business owner, or soon to be owner: what you don’t know can hurt you. High quality Nevada business law firms will usually offer free consultations for businesses that take their legal security seriously, as they know they will be a good fit to partner with when it comes to long-term legal strategy. Hiring a licensed Nevada business lawyer is an investment in the confidentiality of your business decisions and the long-term security of your company. It ensures that your most sensitive business conversations remain private. Treat sensitive business information properly—secure it with qualified local counsel today.

How to Request a Nevada Lien UCC Search 2026

2026-01-08T21:47:24Z

The Nevada Secretary of State has implemented a new UCC search module. Beginning, December 9th, 2025 SilverFlume users will be able to utilize the new UCC module in ORION (Nevada’s new business portal). We’ll go over everything you need to request and receive copies of UCC liens or certificates in Nevada, also known as filing a UCC-11 Search and Copy Request.

1. You’ll need a Silverflume account to get started. You can create a new account here: https://www.nvsilverflume.gov/

2. Then head over and log into, with your SilverFlume login info, to the new ORION business portal: https://projectorion.nv.gov/. At the time of publishing this blog, other business-related services can still be found in SilverFlume. The new UCC module is the Nevada Secretary of State’s first step to remove SilverFlume in late summer 2026.

3. Once logged in, click on “Start a New Filing or Search” and select “I would like to file UCC-11 - Search and Copy Request.” and click “Continue.”

4. Enter your search parameters in the “Search” page. Here is a video from the Secretary of State that explains the UCC-11 search parameters.

5. If the debtor is a company, you may want to search for the business name and confirm the spelling as it is listed with the Nevada Secretary of State via the SilverFlume business search tool here: https://esos.nv.gov/EntitySearch/OnlineEntitySearch

6. Once you’ve entered your search parameters, review the “Copy Request Fee” page and identify the Number of Certificates and Number of Pages found. You can continue and review the final “Review” page which includes the parameters and fee details.

7. After you submit payment, you should receive an email or notification in ORION that your search results are ready. From here:

• go to “My Purchases” • under the “Action” tab click the three dots icon • then click “Download UCC 11 Data”

It’s always good business practice to periodically search for any UCCs filed against you. If you need help interpreting any Nevada UCC filings, call a Nevada business attorney today and get the legal advice needed for your company.