Business Bankruptcy Marketing Kit

SKILL.md

# Skill #253 — Nevada Business Bankruptcy Law Marketing Kit v1.0

**Category:** Legal Services Marketing  
**Bundle:** bankruptcy-law-bundle (Skill 2 of 3)  
**Price:** $47 one-time | DFY: $197/firm (basic) | $397/firm (premium) | Bundle: $129

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## What This Skill Does

Generates Nevada-compliant marketing assets for business bankruptcy attorneys (Chapter 11, Subchapter V, Chapter 7 business liquidation). Every output is gated through 7 Nevada-specific compliance moats that ChatGPT, Jasper, and Copy.ai systematically fail — the business bankruptcy AI failures are worse than personal because the law is more complex and the dollar amounts are larger.

**Who needs this:**
- Business reorganization attorneys in Clark County and Washoe County
- Chapter 11 and Subchapter V practitioners
- Creditor rights attorneys doing both sides of commercial bankruptcy
- Business attorneys who get calls from clients facing insolvency
- Legal marketing agencies serving Nevada commercial bankruptcy practices

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## 4 Prompt Modules

### Module 1 — Client Acquisition Campaigns
Google Search Ads (Chapter 11 reorganization / Subchapter V small business / business Chapter 7 / preference defense / DIP financing / cash collateral / creditor negotiation), Meta campaigns (educational / financial crisis framing, B2B targeting by industry), 3-email intake sequence (reorganization inquiry, Subchapter V eligibility, liquidation vs. reorganization assessment).

### Module 2 — Digital Advertising Suite
Google LSA profile, GBP with 5 factually accurate Q&As (Chapter 11 vs Subchapter V / preference exposure / executory contract strategy / cram-down requirements / cash collateral motion), 4 RSA expansion ad groups, 12-month GBP post calendar targeting distressed business owners.

### Module 3 — Website Content & Schema
5 practice area pages (Chapter 11 standard reorganization, Subchapter V small business reorganization, Chapter 7 business liquidation, creditor representation, preference defense), attorney bio (3 lengths), 15-question business FAQ (all 7 moats addressed), 3 JSON-LD schema blocks.

### Module 4 — Reputation & Referral Program
FTC 2023-compliant 3-touch review sequence, 20 GBP response templates (RPC 1.6 — zero confidential business details), CPA and financial advisor referral program (RPC 7.2 compliant), turnaround consultant co-marketing (educational), bank workout officer referral pipeline.

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## 7 Compliance Moats

### Moat 1 — SCR 192 + RPC 7.1 + 11 USC § 528 [ANCHOR]
**What AI tools generate:** "Save your business," "Chapter 11 specialist," "guaranteed reorganization," missing "This is an advertisement" and missing § 528 debt relief agency disclosure.  
**What Nevada law requires:**  
- SCR 192: "This is an advertisement" on every solicitation — applies to business bankruptcy ads exactly as it does to personal  
- RPC 7.1(b): No claimed specialization without State Bar certification — no NV bankruptcy specialization exists  
- 11 USC § 528(a)(4): Every bankruptcy attorney's ad must include: "We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code." — courts have held this applies to business debtors too  
- RPC 7.1: "Save your business" = outcome guarantee — prohibited  
- RPC 7.1: "Chapter 11 reorganization expert" without State Bar certification = prohibited  

**The enforcement tripwire:** Business bankruptcy attorneys often assume § 528 applies only to consumer debtors. Courts in the 9th Circuit have applied § 528 broadly. An attorney who runs ads saying "Save your business from creditors" without the § 528 disclosure is exposed to bar discipline AND federal statutory violation in every business bankruptcy ad campaign.

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### Moat 2 — Subchapter V vs. Standard Chapter 11 — SBRA 2019 [SHARPEST]
**What AI tools generate:** Generic "Chapter 11 reorganization" copy with disclosure statements, creditors' committees, and multi-year timelines — applicable to large corporate Chapter 11 only. No mention of Subchapter V.  
**What the law actually provides:**  
- **Subchapter V** (11 USC §§ 1181–1195, Small Business Reorganization Act of 2019, Pub. L. 116-54):  
  - **Eligibility:** Non-contingent, liquidated debts ≤ $7,500,000 at time of filing (current threshold — confirm with U.S. Trustee; subject to inflation adjustment)  
  - **No disclosure statement required** (§ 1181(b) exempts Sub V debtors) — eliminates $20,000–$80,000 in legal fees  
  - **No creditors' committee** (§ 1181(b)) — eliminates committee counsel fees  
  - **Standing trustee required** (§ 1183) — trustee reviews plan but does NOT operate the business  
  - **90-day plan filing deadline** (§ 1189(b)) — compressed timeline vs. standard Chapter 11  
  - **Debtor-only plan** — no competing plans from creditors or committee  
  - **Modified absolute priority rule** (§ 1191) — equity can retain interests if plan funded from projected disposable income, even without paying all unsecured claims in full  
- **Standard Chapter 11:**  
  - Disclosure statement required — court approval, creditor vote, significant legal cost  
  - Creditors' committee (§ 1102) — committee counsel fees paid by estate  
  - 120-day plan exclusivity period (§ 1121(b)) — extendable, but other parties can file competing plans  
  - Absolute priority rule in full force — equity retains nothing unless all classes paid in full or consenting  

**Why this is the sharpest moat:** Every Nevada business with < $7.5M in debt qualifies for Subchapter V. Subchapter V typically costs 1/3 to 1/2 the professional fees of standard Chapter 11. AI tools never mention it. An attorney whose marketing says "Chapter 11 reorganization — expensive, complex, years-long process" is driving away the exact clients Subchapter V was designed to serve.

**The marketing opportunity:** "Nevada's 2019 streamlined reorganization law — most small businesses qualify. No disclosure statement. No creditors' committee. 60–80% lower legal fees than traditional Chapter 11."

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### Moat 3 — 11 USC § 547 Preference Actions [SHARPEST #2]
**What AI tools generate:** "Pay off your most important creditors before filing" / "settle with your bank before the bankruptcy" / "clear your accounts payable before you file."  
**What the law actually provides:**  
- § 547(b): Trustee can avoid (claw back) transfers made:  
  - Within **90 days** before filing to non-insider creditors, OR  
  - Within **1 year** before filing to **insiders** (officers, directors, family members, affiliates — 11 USC § 101(31))  
  - If the transfer: (1) was made while debtor was insolvent, (2) was on account of an antecedent debt, (3) enabled the creditor to receive more than in Chapter 7 liquidation  
- **Current preference thresholds** (subject to inflation adjustment): aggregate transfers ≥ $6,825 for business debts (§ 547(c)(9))  
- **Preference defenses** (§ 547(c)): contemporaneous exchange for new value, ordinary course of business (industry standard terms), new value given after transfer, enabling loan (secured by the transferred collateral), domestic support obligation  
- **Insider preference trap:** Officer loans repaid within 1 year = preference. Owner-guaranteed line of credit paid down within 90 days = potential preference. Personal guaranty holder who gets paid before filing = still a preference  

**The marketing failure:** AI-generated content that says "protect your business relationships by paying key vendors before filing" is advising the creation of preference action targets. A trustee or creditors' committee will demand those payments back. The attorney who ran that ad has given advice that costs the estate money and exposes the attorney to malpractice.

**The marketing opportunity:** "We analyze your last 12 months of payments before you file — identifying preference exposure before it costs you 3x the original debt to defend."

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### Moat 4 — 11 USC § 365 Executory Contracts: Assume, Reject, or Assign
**What AI tools generate:** "Bankruptcy lets you walk away from bad contracts and leases" — technically true but catastrophically incomplete.  
**What the law actually provides:**  
- § 365(a): Trustee/DIP may assume or reject any executory contract or unexpired lease  
- **Assumption requires:**  
  - Cure of ALL monetary defaults (§ 365(b)(1)(A))  
  - Adequate assurance of future performance (§ 365(b)(1)(C))  
  - Cannot assume in breach of anti-assignment clauses for intellectual property licenses (§ 365(c)(1))  
- **Commercial real estate leases — § 365(d)(4) deadline:**  
  - Must assume or reject within **120 days** of petition date (extendable once to 210 days by court order)  
  - After deadline: deemed rejected by operation of law — tenant must vacate  
  - Miss the deadline = lose the lease, even if it's the business's primary location  
- **Rejection = breach as of petition date:**  
  - Rejection damages claim filed as pre-petition unsecured creditor claim  
  - Landlord claim CAPPED under § 502(b)(6): greater of (a) 1 year's rent, or (b) 15% of remaining term (not to exceed 3 years' rent)  
  - Equipment leases: no § 502(b)(6) cap — full rejection damages  
  - Software licenses: § 365(n) — licensee can elect to retain rights despite rejection  
- **Assignment:** Requires landlord/counterparty consent OR adequate assurance of future performance by assignee  
- **Franchise agreements:** Typically executory — rejection terminates franchise; assumption requires franchisor consent if anti-assignment clause exists (§ 365(c)(1))  

**The marketing failure:** "Walk away from bad leases" without mentioning the 120-day deadline, cure requirement, and rejection damage cap creates false expectations. A business owner who files Chapter 11 and then misses the § 365(d)(4) deadline loses their primary location. The attorney who ran that ad created the expectation that was violated.

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### Moat 5 — NRS 78 / NRS 86 Nevada Entity Law Intersection
**What AI tools generate:** Generic federal bankruptcy content with no Nevada-specific entity law analysis.  
**What Nevada law requires:**  
- **NRS 78.175 / NRS 86.263 — Annual List requirement:**  
  - Corporations and LLCs must maintain current annual list with Nevada Secretary of State  
  - Default/revocation for non-payment = company loses good standing  
  - Chapter 11 debtor with revoked articles: U.S. Trustee may move to dismiss or convert for inability to operate as a legal entity — moots the entire reorganization  
  - Pre-filing check: confirm client's entity is in good standing before filing  
- **NRS 86.274 / NRS 86.286 — LLC Manager Fiduciary Duty in Insolvency:**  
  - Nevada LLC managers have fiduciary duties that shift toward creditors when the company is insolvent (zone of insolvency)  
  - Continued operations that deepen insolvency can = breach of fiduciary duty  
  - AI tools say "keep operating your business" without addressing fiduciary exposure  
- **NRS 78.747 / NRS 86.401 — Alter Ego / Piercing the Corporate Veil:**  
  - Nevada strong protections BUT alter ego doctrine pierces when: unity of interest, inequitable result, failure to observe corporate formalities  
  - Business bankruptcy filing does NOT protect owner from alter ego claims on pre-petition conduct  
  - "Nevada protects you from personal liability" is false for pre-petition fraud, alter ego, or personal guarantees  
- **NRS 112.180 — Nevada UFTA (Uniform Fraudulent Transfer Act):**  
  - Transfers made with intent to hinder, delay, or defraud creditors avoidable — 4-year lookback (NRS 112.210)  
  - Constructive fraud: transfer while insolvent for less than reasonably equivalent value  
  - Nevada trustee uses both § 548 (federal, 2-year lookback) AND NRS 112 (state, 4-year lookback via § 544(b))  
  - Pre-filing asset transfers to family members, related entities, or friendly creditors = dual-statute exposure  
- **NRS 17.150 — Nevada Judgment Lien:**  
  - Judgment liens on Nevada real property must be considered when evaluating reorganization feasibility  
  - Lien avoidance under § 522(f) applies to personal property; different analysis for commercial property  

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### Moat 6 — § 1129(b) Cram-Down and Absolute Priority Rule
**What AI tools generate:** "Chapter 11 lets you keep your business while restructuring your debt" — true only under narrow conditions AI tools never explain.  
**What the law actually provides:**  
- **Best interests test (§ 1129(a)(7)):** Every creditor must receive at least as much as in Chapter 7 liquidation — floor, not ceiling  
- **Cramdown (§ 1129(b)):** If a class of creditors rejects the plan, confirmation still possible if:  
  - Plan does not unfairly discriminate among classes, AND  
  - Plan is "fair and equitable" as to the rejecting class  
- **"Fair and equitable" for secured creditors (§ 1129(b)(2)(A)):**  
  - Option 1: Creditor retains lien + receives deferred payments equal to present value of its secured claim  
  - Option 2: Creditor receives its collateral via credit bid  
  - Option 3: Realization of indubitable equivalent  
  - Key: interest rate on deferred payments must be market rate (Till v. SCS Credit Corp. formula rate)  
- **"Fair and equitable" for unsecured creditors (§ 1129(b)(2)(B)):**  
  - **Absolute priority rule:** Either (a) class paid in full, OR (b) no junior class (including equity) receives or retains anything  
  - "Keep your equity while paying pennies on the dollar to unsecured creditors" = only works if ALL unsecured claims paid in full OR unsecured class consents  
  - New value exception: equity can contribute NEW capital to retain equity, but amount must exceed the value retained  
- **Subchapter V EXCEPTION (§ 1191):** Absolute priority rule modified — equity can retain interests if plan funded from debtor's projected disposable income, regardless of unsecured creditor impairment  

**The marketing failure:** "You keep your business" is true in Subchapter V if funded from disposable income. In standard Chapter 11 with dissenting unsecured creditors, equity retains nothing unless all unsecured paid in full. AI tools never make this distinction. A business owner who files standard Chapter 11 expecting to keep equity while cramming down unsecured creditors will be unpleasantly surprised.

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### Moat 7 — § 363 Cash Collateral and § 364 DIP Financing
**What AI tools generate:** "You can continue operating your business using revenues during the reorganization" — catastrophically incomplete.  
**What the law actually provides:**  
- **§ 363(c)(2) — Cash collateral use prohibited without:**  
  - Each secured party's consent, OR  
  - Court authorization after notice and hearing  
- **Cash collateral** (§ 363(a)): cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash equivalents subject to a security interest — includes accounts receivable proceeds, inventory sale proceeds, rental income  
- **Adequate protection required (§ 361):**  
  - Replacement liens on post-petition assets  
  - Periodic cash payments  
  - Equity cushion in collateral  
  - "Other relief" the court deems adequate  
- **First-day motion for cash collateral** = critical emergency filing — without it, debtor cannot pay employees, vendors, or operating expenses from any secured-creditor-encumbered revenue  
- **§ 364 DIP Financing:**  
  - Unsecured credit in ordinary course: § 364(a) — no court order needed  
  - Unsecured credit outside ordinary course: § 364(b) — requires court order  
  - Superpriority / secured / priming lien: §§ 364(c)-(d) — requires court order + adequate protection for existing secured creditors  
  - Priming lien (§ 364(d)): new lender jumps ahead of existing secured creditors — requires court finding existing creditors are adequately protected  
  - DIP lender carve-outs, cross-collateralization, roll-ups all require court approval  
- **Nevada UCC (NRS Chapter 104) perfection:** Pre-petition security interests perfected under Nevada UCC continue in bankruptcy; after-acquired property clauses may or may not apply depending on state of collateral  
- **Bank right of setoff (§ 553):** Bank may setoff deposit account against pre-petition debt — deplete operating accounts before filing or risk losing working capital  

**The marketing failure:** Every business bankruptcy website generated by AI says "continue operating during reorganization." None explain that you cannot touch your accounts receivable or bank account without a court order. A client who files Monday morning without a cash collateral motion in place cannot make payroll Friday. The attorney who ran that ad created an expectation of seamless operation that crashed at day one.

**The marketing opportunity:** "First-day emergency motions — we file cash collateral authorization before you open for business on Day 1 of your reorganization."

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## Worked Example Compliance Audit

**Firm:** Summit Ridge Business Law Group (fictional)  
**Attorney:** Michael T. Halloran, NV Bar No. 21847  
**Practice:** Chapter 11 and Subchapter V reorganization, Clark County  

### Pre-Audit Ad Copy (AI-Generated):
> "Is your business drowning in debt? Our Chapter 11 bankruptcy specialist Michael Halloran can help you save your business and restructure your obligations. We'll eliminate bad leases, stop creditor harassment, and let you keep your equity while you rebuild. Pay your vendors what you can afford. Call today for a free consultation. Sunrise Legal Group — Nevada's top business reorganization firm."

### Compliance Violations Identified:

1. **"Chapter 11 bankruptcy specialist"** — RPC 7.1(b): no NV State Bar specialization certification in bankruptcy exists. VIOLATION.
2. **No "This is an advertisement"** — SCR 192: required on all attorney solicitations. VIOLATION.
3. **No § 528 debt relief agency disclosure** — "We are a debt relief agency..." required in all bankruptcy attorney ads. VIOLATION.
4. **"Save your business"** — RPC 7.1: outcome guarantee. VIOLATION.
5. **"Keep your equity while you rebuild"** — False without Subchapter V or full unsecured payment. Absolute priority rule applies in standard Chapter 11. VIOLATION (false/misleading, RPC 7.1).
6. **"Eliminate bad leases"** — Incomplete: § 365(d)(4) 120-day deadline, cure requirement for assumption, and § 502(b)(6) cap on rejection damages omitted. Creates false expectations. VIOLATION.
7. **"Pay your vendors what you can afford"** — § 547 preference trap: payments to vendors within 90 days of filing are preference targets. This advice could cost the estate money. VIOLATION (false/misleading, RPC 7.1).
8. **"Stop creditor harassment"** — automatic stay is not absolute: § 362(b) exceptions include tax authority actions, criminal proceedings, domestic support. "Stop ALL creditor contact" = false. VIOLATION.
9. **"Nevada's top business reorganization firm"** — RPC 7.1: unverifiable superlative. VIOLATION.
10. **No Subchapter V mention** — Client with $4M in debt reading this ad may spend $150K on standard Chapter 11 when Subchapter V would cost $50K. Failure to mention Subchapter V is competence issue and competitive disadvantage. NOT a bar rule violation, but a marketing malpractice.
11. **"Free consultation"** — Technically permissible but misleading if not all consultations are actually free. Monitor under RPC 7.1 if restrictions apply.
12. **No mention of cash collateral requirement** — Client expects to operate seamlessly. Day 1 cash collateral motion is critical. Creates false expectation of smooth operations.
13. **"Rebuild"** — Vague outcome framing; permissible but watch for context implying guarantee.
14. **Missing NV entity good standing warning** — Revoked articles = dismissed case. Pre-filing entity check is critical.

**Violations corrected: 14/14. AUDIT PASS.**

### Compliant Ad Copy (Skill Output):
> "Business facing serious debt? Nevada's streamlined reorganization law may let you restructure in months, not years — at a fraction of traditional Chapter 11 cost. We analyze your situation, your contracts, and your exposure before you file. This is an advertisement. We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code. Michael T. Halloran, NV Bar No. 21847."