Business Entity Disputes Kit

SKILL.md

# Nevada Business Entity Disputes & Commercial Litigation — Attorney Marketing Kit
**Skill #262 | White-Collar & Business Bundle: 2 of 3**

## What This Skill Does

Generates Nevada-specific, bar-compliant marketing content for business litigation attorneys. Covers LLC operating agreement disputes, corporate deadlock, business judgment rule defense, fraudulent transfer claims, breach of fiduciary duty, alter ego/piercing, and the Clark County Business Court — seven categories where AI-generated legal content is consistently wrong.

**Modules:** 4 prompt files → Google/Meta campaigns, GBP/LSA, website schema, referral network
**Moats:** 7 Nevada-specific statutory/procedural advantages AI tools miss
**Example:** 16 violations corrected → Nevada Audit PASS
**Bundle:** White-Collar & Business Bundle (#261 White-Collar Fraud, #262 Business Disputes, #263 Securities/FINRA)

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## The 7 Moats — Where AI Gets Nevada Business Litigation Wrong

### Moat #1 — NRS 78.138(7) Business Judgment Rule: Near-Absolute Director Protection [ANCHOR]
**What AI says:** Nevada directors face the same duty of care and loyalty standards as Delaware directors.
**What Nevada law says:** NRS 78.138(7) provides that Nevada directors and officers are not liable for damages *unless* their act/omission involved intentional misconduct, fraud, or knowing violation of law — or they voted to pay an illegal dividend. This is the strongest statutory BJR in the United States. Delaware's BJR is a rebuttable common law presumption; Nevada's is a statutory near-immunity. Attorneys who don't lead with this distinction in business litigation defense are leaving their most powerful shield unused.

### Moat #2 — NRS 86.286 LLC Fiduciary Duties: Managers Only, Not Members [SHARPEST #1]
**What AI says:** In an LLC, all members owe fiduciary duties to each other (applying Delaware LLC law).
**What Nevada law says:** Under NRS 86.286, only managers of a manager-managed LLC owe fiduciary duties by default. Non-managing members owe NO fiduciary duties in Nevada unless the operating agreement expressly imposes them. A minority member who competed with the business, diverted an opportunity, or voted for a distribution — when not a manager — has no fiduciary exposure under Nevada default rules. AI content applies Delaware member-managed duty standards and creates non-existent liability for Nevada defendants.

### Moat #3 — NRS 86.296 Operating Agreement Supremacy: Full Fiduciary Duty Elimination [SHARPEST #2]
**What AI says:** Operating agreements can limit but not eliminate fiduciary duties.
**What Nevada law says:** NRS 86.296 explicitly allows a Nevada LLC operating agreement to eliminate fiduciary duties entirely — not just limit them. Delaware allows *limitation* but not complete *elimination* (DLLCA § 1101(c)(2)). A Nevada LLC operating agreement that contains a fiduciary duty waiver clause is a complete defense to a breach of fiduciary duty claim — no duty, no breach, no liability. AI tools apply Delaware's partial-limitation rule and miss the strongest contractual defense available in Nevada business disputes.

### Moat #4 — NRS 78.747 Alter Ego: Nevada's Codified 5-Factor Test [SHARPEST #3]
**What AI says:** Piercing the corporate veil requires showing the entity was used as an alter ego (general common law factors vary by state).
**What Nevada law says:** NRS 78.747 codifies Nevada's alter ego analysis. The statute requires: (1) the entity was the alter ego of the individual, (2) observing the corporate form would sanction fraud or promote injustice, AND (3) the inequitable result cannot be avoided otherwise. Nevada courts (LFC Marketing Group v. Loomis, 2003) add a strong presumption against piercing — heavier burden on plaintiff than most jurisdictions. AI tools apply generalized common law piercing analysis without the statutory heightened burden or the "cannot be avoided otherwise" prong.

### Moat #5 — NRS 112 UVTA Fraudulent Transfer: 4-Year SOL + Badge Analysis [SHARPEST #4]
**What AI says:** Fraudulent transfer claims have a 2-year statute of limitations.
**What Nevada law says:** Nevada adopted the Uniform Voidable Transactions Act (NRS 112). The statute of limitations is 4 years from the transfer date for actual fraud claims (NRS 112.250(1)(a)) — longer than most jurisdictions. Additionally, Nevada's badge of fraud analysis under NRS 112.190 includes insider transfers, retention of possession, and pendency of suit as statutory badges — not common law. AI tools apply 2-year SOLs from other states and miss Nevada's specific badge list, creating missed defenses (statute-barred claims) and missed offense opportunities (valid 3-year-old transfers that are still actionable).

### Moat #6 — NRS 78.347 Corporate Deadlock: Irreparable Injury Required, Dissolution Disfavored [SHARPEST #5]
**What AI says:** Corporate deadlock can result in court-ordered dissolution when shareholders or directors are equally divided.
**What Nevada law says:** NRS 78.347 governs Nevada corporate deadlock. Dissolution requires proof of *irreparable injury or harm* — a higher standard than Delaware's "reasonably necessary" standard. More importantly, Nevada courts strongly prefer receivership and management remedies over dissolution of an operating company. A client who reads AI content expecting dissolution as a remedy may be surprised by a Nevada court's reluctance — and an attorney who leads with dissolution rather than receivership or buyout may be offering the wrong remedy.

### Moat #7 — Clark County 8th Judicial District Business Court: Specialized Forum Advantage [SHARPEST #6]
**What AI says:** Business disputes are filed in Nevada District Court (general description, no venue distinction).
**What Nevada law says:** Clark County's 8th Judicial District operates a dedicated Business Court (Department 32) for commercial disputes exceeding $50,000 in controversy. The Business Court has: faster scheduling (case management conferences within 60 days), judges with commercial law expertise, streamlined discovery protocols, and mandatory mediation before trial. For a plaintiff or defendant, Business Court election is a tactical decision that AI content never mentions — and attorneys who don't know it exists lose the venue advantage entirely.

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## Module Overview

| Module | File | Output |
|--------|------|--------|
| 1 | `prompts/01-client-acquisition-campaigns.md` | Google Ads (6 groups), Meta campaigns, 3 intake sequences |
| 2 | `prompts/02-digital-advertising-suite.md` | LSA, GBP Q&As (7), RSA expansions (4), calendar, review templates (20) |
| 3 | `prompts/03-website-content-schema.md` | 5 practice area pages, attorney bio (3 lengths), FAQ JSON-LD, schema |
| 4 | `prompts/04-reputation-referral-program.md` | FTC-compliant reviews, 5 referral letters, compliance checklist |

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## White-Collar & Business Bundle (3 Skills)

| Skill | Focus | Status |
|-------|-------|--------|
| #261 | White-Collar & Fraud Defense | LIVE |
| #262 | Business Entity Disputes & Commercial Litigation | THIS SKILL |
| #263 | Securities & FINRA Defense | NEXT |

Bundle price: $119 (saves $22 vs. individual)

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## SCR 192 / RPC 7.1 / RPC 7.3 Compliance

All outputs are pre-screened against:
- **SCR 192**: Nevada attorney advertising rules (no unjustified claims of superiority)
- **RPC 7.1**: No false or misleading communications
- **RPC 7.3**: No in-person/live solicitation of prospective clients
- **FTC 2023**: Paid/incentivized review disclosure requirements

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## Pricing

- Individual: $47
- White-Collar & Business Bundle (3 skills): $119
- DFY Campaign Setup: $197 (Max runs Module 1+2 for you)
- DFY Full Deployment: $397 (all 4 modules, 30-day support)